Previous analyses of the uteroglobin promoter revealed seven distinct regions, which contribute to its overall activity in epithelial cells from endometrium and lung, Most significantly, a mutation of the promoter sequence around 65 base pairs upstream of the transcriptional start site severely impairs promoter activity. The transcription factor acting through this sequence has not been identified yet, Here, we report that members of the Sp transcription factor family specifically recognize this non-classical GC box, in addition to another functional motif located 230 base pairs upstream of the transcriptional start site. We have characterized in detail the interaction of recombinant Sp3 with both motifs by DNase I footprinting and methylation protection using the wild-type uteroglobin promoter and various linker scanning mutants as templates, Electrophoretic mobility shift analyses show that Sp1 and Sp3 both bind with similar affinity to these elements, We demonstrate that the DNA-binding proteins in the endometrial cell line Ishikawa which recognize these motifs are also Sp1 and Sp3. Gene transfer experiments into Drosophila Schneider cells that do not contain endogenous Sp factors revealed that both DNA motifs respond to transiently expressed Sp1 and Sp3. Our results show thus that the level of transcription from the uteroglobin promoter is controlled by members of the Sp transcription factor family through unusual Sp binding sites.