The genes encoding the starch-branching enzymes (SBE) SBEI, SBEIIa, and SBEIIb in maize (Zea mays) are differentially regulated in tissue specificity and during kernel development. To gain insight into the regulatory mechanisms controlling their expression, we analyzed the 5-flanking sequences of Sbe1 using a transient gene expression system. Although the 2.2-kb 5-flanking sequence between ؊2,190 and ؉27 relative to the transcription initiation site was sufficient to promote transcription, the addition of the transcribed region between ؉28 and ؉228 containing the first exon and intron resulted in high-level expression in suspension-cultured maize endosperm cells. A series of 5 deletion and linkersubstitution mutants identified two critical positive cis elements, ؊314 to ؊295 and ؊284 to ؊255. An electrophoretic mobility-shift assay showed that nuclear proteins prepared from maize kernels interact with the 60-bp fragment containing these two elements. Expression of the Sbe1 gene is regulated by sugar concentration in suspension-cultured maize endosperm cells, and the region ؊314 to ؊145 is essential for this effect. Interestingly, the expression of mEmBP-1, a bZIP transcription activator, in suspension-cultured maize endosperm cells resulted in a 5-fold decrease in Sbe1 promoter activity, suggesting a possible regulatory role of the G-box present in the Sbe1 promoter from ؊227 to ؊220.Starch, the major form of carbon and energy reserve in plants, provides a major caloric source for the human population of the world and is also an important industrial commodity. Although the pathway of starch biosynthesis is not completely understood, there is no doubt that it involves at least four groups of committed enzymes: ADPGlc pyrophosphorylase (EC 2.7.7.23), starch synthase (EC 2.4.1.21), starch-branching enzyme (SBE; EC 2.4.1.28) and starch-debranching enzyme (EC 2.4.1.41) (for review, see Preiss, 1991;Martin and Smith, 1995).SBEs catalyze the formation of amylopectin by introducing ␣-1,6 branch points into the linear ␣-1,4-linked Glc chains. The introduction of branches not only changes many of chemical and physical properties of starch, but also facilitates starch synthesis by increasing the number of nonreducing ends, the site of Glc addition by starch synthases. Thus, SBEs are of crucial importance for the quantity and quality of starch synthesized in the plant (Edwards et al., 1988). In fact, mutations in Sbe genes of pea, maize (Zea mays), and rice severely decreases the total starch content and changes the ratio of amylose and amylopectin (Shannon and Garwood, 1984;Smith, 1988; Bhattacharyya et al., 1990;Mizuno et al., 1993).Multiple forms of SBEs, differing in enzymatic and biochemical properties, have been identified and characterized in various plants, such as spinach (Hawker, 1974), pea (Matters and Boyer, 1981;Smith, 1988), potato (Griffin and Wu, 1968;Khoshnoodi et al., 1993), teosinte (Boyer and Fisher, 1984), rice (Mizuno et al., 1992;Nakamura et al., 1992;Yamanouchi and Nakamura, 1992), and maize (Hodg...