Angiotensinogen is abundantly expressed in adipose tissue as well as in liver where it is mainly produced. To address the mechanism of this adipogenic expression, promoter regions of the mouse angiotensinogen gene are fused to the chloramphenicol acetyltransferase reporter gene and stably transfected into 3T3-L1 preadipocytes. Promoter activity correlates well with an increase of mRNA levels during adipogenic differentiation, thereby demonstrating that the induction is primarily due to transcriptional activation. Deletion analysis indicates that the proximal promoter region from -96 to +22 is able to mediate the chloramphenicol acetyltransferase induction and identifies two transcriptionally active regions: AGE1 (position -399 to -139) and AGE2 (position -96 to -52). Heterologous promoter assay reveals that AGE1 behaves with a constitutive enhancer-like property and that AGE2 functions as a differentiation-inducible activator. Gel shift experiments show that AGE2 specifically binds a novel factor (AGF2), which is induced upon differentiation. Furthermore, a constitutive factor (AGF3) binds to the core promoter region including the exon 1 (from -6 to +22, AGE3). Mutations within either AGE2 or AGE3 that disrupt nuclear factors binding in vitro dramatically reduced the chloramphenicol acetyltransferase activation in the native promoter context. These results suggest that both AGE2 and AGE3 are necessary for mediating efficient activation of the mouse angiotensinogen promoter during adipogenic differentiation.