The atonal homolog 5 (ATH5) protein is central to the transcriptional network regulating the specification of retinal ganglion cells, and its expression comes under the spatiotemporal control of several basic helix-loop-helix (bHLH) proteins in the course of retina development. Monitoring the in vivo occupancy of the ATH5 promoter by the ATH5, Ngn2, and NeuroM proteins and analyzing the DNA motifs they bind, we show that three evolutionarily conserved E-boxes are required for the bHLH proteins to control the different phases of ATH5 expression. E-box 4 mediates the activity of Ngn2, ATH5, and NeuroM along the pathway leading to the conversion of progenitors into newborn neurons. E-box 1, by mediating the antagonistic effects of Ngn2 and HES1 in proliferating progenitors, controls the expansion of the ATH5 expression domain in early retina. E-box 2 is required for the positive feedback by ATH5 that underlies the up-regulation of ATH5 expression when progenitors are going through their last cell cycle. The combinatorial nature of the regulation of the ATH5 promoter suggests that the bHLH proteins involved have no assigned E-boxes but use a common set at which they either cooperate or compete to finely tune ATH5 expression as development proceeds.Retina development in vertebrates relies on regulatory proteins, most of which are widely expressed in the developing nervous system. However, the expression of the basic helixloop-helix protein atonal homolog 5 (ATH5) 3 appears to be restricted to retina ontogenesis. ATH5 activates neurogenesis and is required for the production of retinal ganglion cells (RGCs) (1-4). It is transiently expressed during the period of development when RGCs are produced and underlies the pathway leading to the conversion of proliferating progenitors into newborn RGCs (5, 6). Retinotopic differences in the timing of RGC production may reflect the wave-like expression of ATH5 (5, 7). In zebrafish, a signal from the optic stalk appears to induce the first patch of ATH5-expressing cells, and the continued spread of ATH5 expression beyond that patch may require a cascade of cell-to-cell interactions (7,8). It has been suggested that Sonic hedgehog derived from newborn RGCs drives a self-propagating wave of ATH5 expression and RGC production across the zebrafish retina (9, 10). In contrast, related experiments in zebrafish and chick highlight the importance of intrinsic factors for triggering ATH5 expression and neurogenesis (11-13).The presence of consensus E-box binding sites in the highly conserved upstream sequence of the ATH5 gene suggests that bHLH transcription factors are directly involved in the regulation of ATH5. This idea is supported by experiments showing the selective binding of neuronal bHLH proteins to the upstream sequence of ATH5 and the simultaneous changes in the expression level of ATH5 in response to several of these proteins (5, 6, 14 -16). These findings indicate a requirement for different combinations of bHLH proteins in regulating the different phases of ATH5 expression...