Four distinct factors in extracts from murine erythroleukemia (MEL) cells interacted with the human beta-globin gene promoter CAAT box: CP1, GATA-1, and two novel factors, denoted a and b, one of which is highly inducible in the MEL system. GATA-1 binding to the CAAT element was very unstable (half-life < 1 min), whereas bindings of a, b, and CP1 were comparatively stable, with half-lives of 18, 19, and 3.5 min, respectively. Stable transfections of MEL cells showed that in the presence of the beta-globin locus control region (LCR), the wild-type CAAT box, a mutant which bound to GATA-1 with increased stability over the normal sequences, and a mutant which bound a, b, and CP1 specifically could all stimulate transcription greater than ninefold over that induced by a null CAAT mutation in both uninduced and terminally differentiated MEL cells. A mutant which bound the a and b factors specifically gave only a twofold stimulation of promoter activity, and this lower activity correlated with a decrease in the stability of binding of the b protein. On the other hand, CP1 binding alone did not stimulate transcription. Taken together, these results suggest that in the context of the wild-type beta-globin CAAT element the b factor stimulates transcription directed by the LCR in MEL cells, although the LCR can also function through more stable GATA-1-binding sequences. However, in K562 cells, the wild-type beta-globin CAAT box alone was unable to stimulate gene expression directed by the LCR and high levels of transcription were obtained only upon inclusion of more upstream beta-globin promoter sequences. In contrast, a construct containing only the A gamma-globin CAAT box region did give high expression levels in K562 cells. Thus, there is a fundamental difference in the way the LCR functions in these two model systems in terms of its requirements at the promoter level.