USF is a helix-loop-helix transcription factor that, like Myc, recognizes the DNA binding motif CACGTG. Two different forms of USF, characterized by apparent molecular weights of 43,000 and 44,000, were originally identified in HeLa cells by biochemical analysis. Clones for the 43-kDa USF were first characterized, but only partial clones for the human 44-kDa USF (USF2, or FIP) have been reported. Here we describe a complete cDNA for the 44-kDa USF from murine cells. Analysis of this clone has revealed that the various USF family members are quite divergent in their N-terminal amino acid sequences, while a high degree of conservation characterizes their dimerization and DNA-binding domains. Interestingly, the 3' noncoding region of the 44-kDa USF cDNAs displayed an unusual degree of conservation between human and mouse. In vitro transcription/translation experiments indicated a possible role for this region in translation regulation. Alternative splicing forms of the 44-kDa USF messages exist in both mouse and human. Examination of the tissue and cell-type distribution of USF by Northern blot and gel retardation assays revealed that while expression of both the 43- and 44-kDa USF species is ubiquitous, different ratios of USF homo- and heterodimers are found in different cells.