The H2A and H2B genes of the Xenopus xlh3 histone gene cluster are transcribed in opposite directions from initiation points located approximately 235 bp apart. The close proximity of these genes to one another suggests that their expression may be controlled by either a single bidirectional promoter or by separate promoters. Our analysis of the transcription of histone gene pairs containing deletions and site-specific mutations of intergenic DNA revealed that both promoters are distinct but that they overlap physically and share multiple regulatory elements, providing a possible basis for the coordinate regulation of their in vivo activities. Using the intergenic DNA fragment as a probe and extracts from mammalian and amphibian cells, we observed the formation of a specific complex containing the CCAAT displacement protein (CDP). The formation of the CDP-containing complex was not strictly dependent on any single element in the intergenic region but instead required the presence of at least two of the three CCAAT motifs. Interestingly, similar CDP-containing complexes were formed on the promoters from the three other histone genes. The binding of CDP to histone gene promoters may contribute to the coordination of their activities during the cell cycle and early development.Histone genes are ubiquitously expressed in eukaryotic cells, usually in a cell cycle-specific manner, resulting in the accumulation of equimolar amounts of the nucleosome core histones H2A, H2B, H3, and H4. In most cell types, histone protein and RNA synthesis are primarily restricted to the S phase of the cell cycle and require ongoing DNA synthesis (for reviews, see references 17, 18, 26, and 30). Histone gene expression is regulated by both transcriptional and posttranscriptional mechanisms. In cycling cells, transcription of members of each of the five histone gene classes is coordinately activated upon entry into S phase and is then extinguished at the end of the DNA replication period. Histone gene promoters have no obvious transcription factor-binding motifs in common, aside from TATA and CCAAT motifs, leading to the idea that coordinate histone gene transcription is not regulated through the action of a single, common cis-acting element (17, 30). Regulatory elements and trans-acting factors responsible for basal transcription and S-phase-specific transcription of human H1, H2B, and H4 genes have been identified. An H1 subtypespecific element and a CCAAT motif required for S phasespecific transcription of the H1 promoter interact with distinct factors (13). Activation of H2B and H4 gene transcription during S phase is thought to require the interaction of positiveacting factors with H2B and H4 subtype-specific cis-acting elements (reviewed in reference 17).Histone gene transcription is usually restricted to S phase of the cell cycle, although examples of non-cell cycle-regulated expression of histone gene subclasses are known. Many organisms have distinct sets of histone genes that are transcribed independently of DNA replication (for...