The 3 ′ untranslated regions (3 ′ UTRs) of mRNAs regulate transcripts by serving as binding sites for regulatory factors, including microRNAs and RNA binding proteins. Binding of such trans-acting factors can control the rates of mRNA translation, decay, and other aspects of mRNA biology. To better understand the role of 3 ′ UTRs in gene regulation, we performed a detailed analysis of a model mammalian 3′ UTR, that of Hmga2, with the principal goals of identifying the complete set of regulatory elements within a single 3 ′ UTR, and determining the extent to which elements interact with and affect one another. Hmga2 is an oncogene whose overexpression in cancers often stems from mutations that remove 3 ′ -UTR regulatory sequences. We used reporter assays in cultured cells to generate maps of cis-regulatory information across the Hmga2 3 ′ UTR at different resolutions, ranging from 50 to 400 nt. We found many previously unidentified regulatory sites, a large number of which were up-regulating. Importantly, the overall location and impact of regulatory sites was conserved between different species (mouse, human, and chicken). By systematically comparing the regulatory impact of 3 ′ -UTR segments of different sizes we were able to determine that the majority of regulatory sequences function independently; only a very small number of segments showed evidence of any interactions. However, we discovered a novel interaction whereby terminal 3 ′ -UTR sequences induced internal up-regulating elements to convert to repressive elements. By fully characterizing one 3 ′ UTR, we hope to better understand the principles of 3 ′ -UTR-mediated gene regulation.