The mouse H19 gene was identified by virtue of its coordinate regulation with the mouse alpha-fetoprotein gene. Both genes are expressed in the fetal liver, gut, and visceral endoderm of the yolk sac and are repressed shortly after birth in the liver and gut. They are both under the control of two trans-acting loci: raf, which affects the adult basal levels of the two mRNAs, and Rif, which affects their inducibility during liver regeneration. One crucial difference between the two genes is the activation of the H19 gene in mesoderm derivatives, skeletal and cardiac muscle. As a strategy for explaining both the similarities and differences in their modes of expression, the regulatory domains responsible for the expression of the H19 gene in liver were identified by transiently introducing the gene into a human hepatoma cell line. Two regions necessary for high-level expression of the gene could be identified, a promoter-proximal domain immediately preceding the start of transcription and an enhancer domain which lies between 5 and 6.5 kilobases 3' of the polyadenylation site. The 3' domain consists of two separable enhancer elements, each of which exhibits the properties of tissue-specific enhancers. Nucleotide sequence comparisons between the two H19 and three alpha-fetoprotein enhancers revealed limited similarities which are candidates for binding of common regulatory factors. Sequences which lie 3' of the gene are also required for the expression of the H19 gene following differentiation of teratocarcinoma cells into visceral endoderm.