We have mapped the promoter elements required for hepatic and intestinal transcription of the human apoCIII gene by deletion, nucleotide substitution, and DNase I footprinting analyses of the promoter region (nucleotides -1411 to +24). Deletion of the region -1020 to -871 increased 2-fold intestinal transcription without affecting hepatic transcription. Deletion of the region -890 to -686 decreased hepatic and intestinal transcription 34- and 13-fold respectively. Internal deletions of the -686 to -553 region increased intestinal transcription 2-fold and decreased hepatic transcription 9-fold. Finally, internal deletions in the region -408 to -163 decreased hepatic transcription 2- to 4-fold without affecting the intestinal transcription. Footprinting analysis using rat liver nuclear extracts identified 10 protected regions as follows: A, -32 to -25; B, -87 to -72; C, -138 to -119; D, -160 to -142; E, -414 to -403; F, -611 to -592; G, -669 to -648; H, -705 to -690; I, -766 to -726; and J, -792 to -779. The findings indicate that the region -890 to -686 is recognized by nuclear factors which promote both intestinal and hepatic transcription, whereas the region -686 to -553 is recognized by factors which promote only hepatic transcription. DNA binding and methylation interference assays indicated that the region -86 to -74 is recognized by two mutually exclusive nuclear factors with overlapping domains. One factor (CIIIB1) is unique to apoCIII and the other (CIIIB2) recognizes the regulatory elements of other apolipoprotein promoters. Binding of factor CIIIB2 is associated with normal transcription. In contrast, binding of factor CIIIB1 is associated with reduced transcription indicating that this factor may act as a modulator of transcription.