We previously reported that hormones important for the normal growth and function of FRTL-5 rat thyroid cells, TSH, or its cAMP signal plus insulin or IGF-I, could transcriptionally suppress constitutive and ␥-interferon (IFN)-increased synthesis of the 90K protein (also known as Mac-2BP). Here we cloned the 5-flanking region of the rat 90K gene and identified a minimal promoter containing an interferon response element and a consensus E-box or upstream stimulator factor (USF) binding site, which are highly conserved in both the human and murine genes. We show that suppression of constitutive and ␥-IFN- The function of 90K is not known, although several lines of evidence support a role for the protein in the host immune defense. First, 90K is a member of a family of transmembrane or secreted glycoproteins containing a scavenger receptor, cysteine-rich domain (9, 10). Proteins containing a scavenger receptor, cysteine-rich domain are expressed by immunocompetent cells (B and T lymphocytes, macrophages) and are implicated in immune defense (9, 11-13). Second, in vitro generation of cytotoxic effector cells (natural killer and lymphokine-activated killer) has been observed after exposure of peripheral blood mononuclear cells (PBMCs) to 90K (9). Third, 90K increases cytokine production by PBMCs (9, 12) and accessory cells (12,14). Finally, 90K increases major histocompatibility (MHC) class I antigen expression in human breast cancer cells (15).A rat 90K was recently cloned (16) and found to be homologous to human 90K (9, 10) and to mouse adherent macrophage protein (also known as CyCap, Cyclophilin C associated protein) (17,18). In rat thyroid FRTL-5 cells, 90K is increased by ␥-interferon (IFN), as in humans and mice, and acts in an autocrine or paracrine/exocrine manner to increase MHC class I (16). Hormones that regulate the growth and function of FRTL-5 cells, particularly TSH/cAMP plus insulin/IGF-I (19 -23), coordinately decrease MHC class I and 90K expression (16).The ability of TSH/cAMP plus insulin/IGF-I to decrease MHC class I (24) has been explained by a complex, interlocking array of trans factors and cis elements (25-30). In contrast, the mechanisms involved in hormonal suppression of 90K are unknown.Here we report the cloning of the 5Ј flanking region of the rat 90K gene and the identification of the critical regulatory element responsible for the suppression of 90K expression by TSH/cAMP plus insulin/IGF-I. We show that this element controls basal expression of 90K, is conserved in the human and mouse promoter, and corresponds to an E-box that is sensitive to regulation by the basic helix-loop-helix leucine zipper proteins, upstream stimulator factor (USF)-1 and -2.