The expression of beta-globin genes in developing erythroid cells is dependent on distant, upstream regulatory sequences, known as the locus control region (LCR), which are marked in chromatin by DNase I hypersensitive sites (HS-1 to HS-4). Linkage of the beta-globin gene complex LCR or fragments surrounding core regions of 200-300 base pairs to the human beta-globin gene permits consistent, high-level expression of the transgene in mice. To define the array of nuclear factors interacting with beta-LCR HS-3, we have performed in vivo dimethyl sulfate footprinting of the active HS-3 core in erythroid cells by a modified procedure that permits assessment of protein-DNA contacts at adenine, as well as guanine, residues. In vivo protein occupancy differs considerably from that predicted from previous in vitro binding analyses. In vivo foot-printing detects protein binding at four sites recognized by the erythroid transcription factor GATA-1, at two CACC/GT motifs, and at a single AP-1/NF-E2 site. The regulatory clements occupied in vivo in HS-3 appear similar to those described previously in globin gene promoters and 3' enhancers. These findings suggest that the distinctive properties of the HS-3 region may be attributable to the organization of these occupied motifs and the consequent protein interactions, rather than to the binding of unique LCR regulatory factors.