The rat CYP2D5 P-450 gene is activated in the liver during postnatal development, We previously showed that liver-specific transcription of the CY2D5 gene is dictated by a proximal promoter element, termed 2D5, that is composed of a binding site for Spl or a related factor, and an adjacent cryptic C/EBP (CCAAT/enhancer-binding protein) site, Despite the fact that both C/EBP alpha and C/EBP beta are expressed abundantly in liver, only C/EBP beta is capable of stimulating the 2D5 promoter in HepG2 hepatocarcinoma cells, In addition, activation of the 2D5 promoter by C/EBP beta is completely dependent on the presence of the Spl site, Domain switch experiments reveal that C/EBP beta proteins containing either the leucine zipper or the activation domain of C/EBP alpha are unable to stimulate the 2D5 promoter yet are fully capable of transactivating an artificial promoter bearing a high-affinity C/EBP site, Thus, the leucine zipper and the activation domain of C/EBP beta are absolutely required to support transactivation of the 2D5 promoter, Using Drosophila cells that lack endogenous Spl activity, we show that the serine/threonine- and glutamine-rich activation domains A and B of Sp1 are required for efficient cooperatively with C/EBP beta, Furthermore, analysis of c/ebp beta-deficient mice shows that mutant animals are defective in expression of a murine CYP2D5 homolog in hepatic cells, confirming the selective ability of C/EBP beta to activate this liver-specific P-450 gene in vivo. Our findings illustrate that two members of a transcription factor family can achieve distinct target gene specificities through differential interactions with a cooperating Sp1 protein.