The steady-state level of histone mRNAs fluctuates coordinately with chromosomal DNA synthesis during the cell cycle. Such an S phase-specific expression pattern results from transcriptional activation of histone genes coupled with the onset of replication and from transcriptional repression of the genes as well as specific destabilization of histone mRNAs around the end of the S phase. Proliferation-coupled and S phase-specific expression of histone genes is primarily achieved by the activities of the proximal promoter regions, where several conserved cis-acting elements have been identified. Among them, three kinds of Oct-containing composite elements (OCEs) play a pivotal role in S phase-specific transcriptional activation. Other ones, such as Nona, solo-Oct, and CCGTC motifs, appear to modulate the functions of OCEs to enhance or repress the transcriptional level, possibly depending on the state of the cells. Here, we review the growing evidence concerning the regulatory mechanisms by which plant histone genes are expressed S phase-specifically in proliferating cells.