Transcriptional regulation of lineage specific genes has the ability to dictate both the proliferative and differentiative potentials of a pluipotent precursor cell. The E2A and Pax5/BSAP genes encode transcription factors which bind to B cell specific promoters and enhancers and guide the development of immature, but committed cells into mature B lymphocytes which express and secrete immunoglobulins. In vitro analysis has consistently suggested that these proteins regulate distinct classes of genes during B cell differentiation; however, recent targeted gene disruption and transgene expression in mice has indicated that these genes may actually be components of a single regulatory mechanism which is essential for both B lymphocyte differentiation and proliferation.