The transcription factor E2F plays a key role in transcriptional control during the growth cycle of higher eukaryotic cells. The promoter region of the DrosophilaDNA polymerase alpha 180 kDa catalytic subunit gene contains three E2F recognition sequences located at positions -353 to -342 (E2F site 1), -21 to -14 (E2F site 2) and -12 to -5 (E2F site 3) with respect to the transcription initiation site. Various base substitutions were generated in each or all of the three E2F sites in vitro to allow examination of their effects on E2F binding and promoter function in cultured Kc cells as well as in living flies. Glutathione S-transferase (GST)-E2F and GST-DP fusion proteins were found to cooperate in binding to the three E2F sites in the DNA polymerase alpha gene promoter in vitro. In contrast, an E2F-specific activity detected in nuclear extracts of Kc cells showed little affinity for E2F site 1 but strong binding to sites 2 and 3. Transient expression of Drosophila E2F in Kc cells activated the DNA polymerase alpha gene promoter and the target sites for activation coincided with E2F sites 2 and 3. However, analyses with transgenic flies indicate that E2F site 3 functions positively in terms of DNA polymerase alpha gene promoter activity, while E2F sites 1 and 2 rather have a negative control function. Thus E2F sites play distinct roles as positive or negative elements in regulation of the DNA polymerase alpha gene promoter during Drosophila development.