Growing evidence that epithelial CD98 plays an important role in intestinal inflammation focused our interest to investigate the transcriptional regulation of CD98. Our mouse-based in vivo and in vitro experiments revealed that epithelial colonic CD98 mRNA expression was transcriptionally increased in intestinal inflammation. We then isolated and characterized a 5Ј-flanking fragment containing the promoter region required for CD98 gene transcription. Primer extension and rapid amplification of 5Ј-cDNA ends were used to map a transcriptional initiation site 129 bp upstream from the translational start codon (ATG). Direct sequencing of the 5Ј-flanking region revealed the presence of four GC-rich stimulating protein (Sp)1 binding domains, one NF-B binding domain, and no TATA box. Binding of Sp1 [Sp1(Ϫ874), SP1(Ϫ386), Sp1(Ϫ187), and Sp1(Ϫ177)] and NF-B [NF-B(Ϫ213)] to the promoter was confirmed by EMSA and supershift assays. Furthermore, chromatin immunoprecipitation experiments showed the in vivo DNA-Sp1 and DNA-NF-B interactions under basal and IFN-␥-stimulated conditions. Reporter genes driven by serially truncated and site-mutated CD98 promoters were used to examine basal and IFN-␥-responsive transcription in transiently transfected Caco2-BBE cells. Our results revealed that Sp1(Ϫ187), Sp1(Ϫ177), and the NF-B binding site were essential for basal and IFN-␥-stimulated CD98 promoter activities, whereas Sp1(Ϫ874) and Sp1(Ϫ386) were not. The results from additional site-mutated CD98 promoters suggested that Sp1(Ϫ187), Sp1(Ϫ177), and the NF-B site may cooperate in mediating basal and IFN-␥-stimulated CD98 promoter activities. Finally, we demonstrated that a reduction of Sp1 or NF-B expression reduced CD98 protein expression in unstimulated and IFN-␥-stimulated Caco2-BBE cells. Collectively, these findings indicate that the Sp1 and NF-B transcription factors are likely to play a significant role in IFN-␥-mediated transcriptional regulation of CD98 in the intestinal epithelium, providing new insights into the regulation of CD98 expression in intestinal inflammation.Caco2-BBE; mice; promoter; stimulating protein 1; nuclear factor-B THE CD98 cell surface molecule is a 125-kDa type II membrane glycoprotein heterodimer composed of a 40-kDa nonglycosylated light chain and an 85-kDa glycosylated heavy chain (47). CD98 was first identified as a lymphocyte activation-related antigen that was expressed at low levels on resting peripheral T cells and showed rapid enhancement following lectin activation (9,17,19,27). The CD98 gene is a member of the family of growth-related genes and displays sequence homologies with several other inducible T cell genes (17, 24). CD98 expression was subsequently reported in activated B lymphocytes (44) and some proliferating normal tissues, including the blood-brain barrier (22), basal skin layer (15), kidney proximal tubes (42, 43), placenta (34, 36), and testis (37), and in intestinal epithelial cells (30, 31) and a wide variety of tumor cells, including hepatomas, breast cancer, and colon canc...