Derivatives of yeast tRNA and Xenopus tRNA and 5 S RNA genes have been constructed in which natural 5' flanking sequences have been replaced by the binding sites for either the yeast transcription activator protein GCN4 or the three amino-terminal zinc fingers of the Xenopus factor TFIIA (zf1-3). The binding sites for these proteins have been placed at various distances upstream from the start site for transcription initiation in the parent genes. Each of these plasmid DNAs is actively transcribed in both an unfractionated transcription extract prepared from unfertilized Xenopus eggs and in a reconstituted Xenopus transcription system. Binding of the test proteins to plasmid DNAs harboring the cognate binding sites severely represses transcription when these binding sites are located less than approximately 40 base-pairs upstream from the transcription start site. The DNA-binding proteins are without effect on the transcription of plasmids lacking binding sites or when the binding sites are located further upstream. Assembly of DNA templates into a complete transcription complex prior to addition of the DNA-binding proteins prevents repression. Proteins present in a fraction containing TFIIIB are necessary for this reversal of repression. These data suggest that vertebrate TFIIIB binds upstream from class III genes and this binding can be prevented by occlusion of the TFIIIB binding site by the test proteins GCN4 and zf1-3.