Alpha11beta1 integrin is a collagen receptor, which is expressed in a highly regulated manner in a specific subset of ectomesenchymally and mesodermally derived cells. We previously established that a 3 kb region upstream of the transcription start site of the ITGA11 gene efficiently induced alpha11 transcription in a cell-type specific manner. Using the human fibrosarcoma cell line HT1080 and human skin fibroblasts, we now report that the majority of the activity in the proximal promoter resides in a region spanning nt +25 to nt -176. Mutation and deletion analyses using luciferase reporter assays showed that tandem low affinity Sp1/Sp3 binding sites, together with an Ets-1-like binding site, were needed for the proximal promoter activity in mesenchymal cells. EMSAs and supershift assays showed that Sp1 and Sp3 both bind to the Sp1/Sp3 binding sites, whereas occupation of the Ets-1 binding site appears to be Sp3-dependent. Chromatin immunoprecipitation assays verified that Sp1, Sp3 and Ets-1 can bind the promoter in vivo. In heterologous Drosophila SL2 cells, Sp1, Sp3 and Ets-1 all transactivated the alpha11 promoter, with Sp1 being the most efficient activator. The lack of any synergistic effect of Sp1/Sp3 and Ets-1 in SL2 cells indicates that an Ets family member other than Ets-1 might be involved in regulating alpha11 transcription in mesenchymal cells. The central role of Sp1 in regulating alpha11 RNA transcription was further verified by the ability of the Sp1 inhibitor mithramycin A to efficiently attenuate alpha11 RNA and protein levels in primary fibroblasts. The proximal promoter itself was able to confer cell-type specific transcription on HT1080 cells and embryonic fibroblasts but not on U2OS and JAR cells. We speculate that the "mesenchymal signature" of alpha11 integrin gene expression is controlled by the activity of Sp1/Sp3, fibroblast-specific combinations of Ets family members and yet unidentified enhancer-binding transcription factors.