The type I insulin-like growth factor receptor (IGF-IR) plays a key role in the control of cellular proliferation and survival. The human IGF-IR transcript is characterized by an unusually long 1038 nucleotide 5'-untranslated region (5'-UTR). We hypothesized that the contribution of this complex 5'-untranslated RNA sequence to the post-transcriptional regulation of IGF-IR expression would involve a dynamic interplay between RNA structure and specific RNA-binding proteins. Here we have detected and characterized a diverse series of regulatory proteins binding the IGF-IR 5'-UTR under disparate conditions. One pair of proteins ( approximately 42/38 kDa) binds readily to the intact 5'-UTR, which is predicted to adopt a highly base-paired, highly favorable (dG=-498 kcal/mol) three-domain structure. Another protein(s) (p20*) specifically induces formation of a novel RNA structure from within the initial 209 nucleotides of the nascent IGF-IR transcript, but fails to UV crosslink to this RNA sequence. A third group of proteins recognizes and binds the IGF-IR 5'-UTR under highly stringent conditions, but only after higher-ordered RNA structure has been disrupted. Our in vitro results indicate that the IGF-IR 5'-UTR may exist in at least three distinct states, and we propose that interconversion between these states might take place in vivo and differentially alter IGF-IR transcript utilization.