The S100-related calcium-binding protein S100A4 (p9Ka) is expressed at a low level in rat mammary epithelial cells from normal mammary gland and benign mammary tumors. In transgenic mice, expressed rat S100A4 transgenes co-operate with the activated c-erbB-2 oncogene, neu, to form metastatic mammary tumors. Elevated levels of S100A4 (p9Ka) in cultured benign rat or mouse mammary epithelial cells are associated with the induction of metastatic capability. A cis-acting sequence related to the consensus recognition sequence of GC-factor, 1,300 base pairs upstream of the start site of transcription of the rat S100A4 gene, acts as a cis-acting inhibitor of transcription of the S100A4 (p9Ka) gene in a low S100A4 (p9Ka)-expressing benign rat mammary epithelial cell line, but not in highly expressing rat mammary epithelial cell lines. There is an inverse relationship between the level of S100A4 (p9Ka) mRNA and the level of GC-factor mRNA in a range of rat mammary cell lines. The results suggest a novel mechanism for regulating the expression of the mRNA encoding an S100 protein.S100A4 (p9Ka) is a member of the S100 family of calciumbinding proteins first identified in a cultured myoepitheliallike cell line, Rama 29 (1). The S100A4 (p9Ka) gene has been isolated and its nucleotide sequence determined (2). Elevation of the level of S100A4 (p9Ka) in benign, non-metastatic rat (3) and mouse (4) cells induces metastatic capability in some of the cells. Although mice containing multiple copies of a rat (5) or mouse (6) S100A4 transgene show no observable phenotype, mice which contain cells that express both the rat S100A4 transgenes and the activated neu oncogene, or mouse S100A4 transgenes in a genetic background that yields primary mammary tumors, succumb to metastatic mammary tumors (6, 7), strongly suggesting that overexpression of S100A4 in mammary tumors can yield the metastatic phenotype. Some rat and mouse cultured mammary epithelial cell lines of high metastatic potential contain elevated levels of S100A4, when compared with their non-metastatic counterparts (8, 9).