We have begun an investigation of the molecular basis for the temporal embryonic expression of the early histone H3 gene of the sea urchin Strongylocentrotus purpuratus. Cloned constructs exhibit the proper temporal regulation following microinjection into one-cell zygotes of the related sea urchin species, Lytechinus pictus. Deletion analysis of the upstream promoter region of the H3 gene revealed several regions that are involved in both positive and negative control. DNase I footprinting, mobility shift, and methylation interference experiments reveal multiple sequence-specific DNA-binding proteins that interact with at least five distinct regions within 200 bp upstream of the RNA initiation site. Extracts prepared from staged embryos revealed that the ability of the factors to bind their target sequences was regulated. Proteins bound at four different sites were detected only at stages when the H3 gene was active transcriptionally. In addition, three different forms of a CCAAT-binding protein also are regulated temporally. The activity of these protein(s), however, correlates inversely with the transcriptional activity of the gene. The TATA box and CCAAT sequences are all that is required for expression of low levels of H3 transcripts with the proper temporal pattern. This approach should be useful in understanding the mechanisms used to regulate temporal patterns of gene expression during early embryogenesis.