We have investigated the promoter element(s) required by the cell cycle regulated FO108 human histone H4 gene for control of gene expression during adipocyte proliferation and differentiation. Stable 3T3L1 cell lines were established that express fusion genes in which the histone H4 promoter is joined to chloramphenicol acetyltransferase (cat) as a reporter gene. Expression of the H4CAT fusion genes was monitored in proliferating and confluent 3T3L1 preadipocytes and in differentiating 3T3L1 adipocytes. The results indicate that the H4 cell cycle element (CCE), which mediates S phase-specific stimulation of H4 gene transcription, is not required for transcriptional regulation during differentiation. Instead, a minimal H4 promoter (nucleotides -46 to -11) is sufficient to mediate the complex transcriptional response of H4 gene expression observed during the process of adipocyte differentiation of 3T3L1 cells. In addition, the data suggest that down-regulation of histone gene expression during cellular differentiation may be mediated by passive inactivation of the promoter due to loss of positive regulatory factor(s).