The human -globin gene cluster (30 kb) is embedded in a GC-rich isochore very close to the telomere of Chromosome (Chr) 16p. The -Locus Controlling Region (-LCR) is located upstream of the adult -globin genes and has been shown to be essential for their expression. In this study we have been looking for expressed genes in the region upstream of the -globin cluster to understand the role of the LCR-like element in the expression and replication timing of flanking gene clusters. We show that the upstream -globin region is conserved over a 75-kb range and includes at least two oppositely transcribed non-globin genes, here referred to as Mid1 and Dist1. Complementary DNA sequences of 250 bp and 2.5 kb from Mid1 (coordinate-68) and Dist1 (coordinate-90 to-99), respectively, were isolated from human and mouse. The deduced partial amino acid sequences of these cDNAs are 81% and 95% identical for the Mid1 and Dist1 gene respectively. We have cloned a mouse cosmid contig which includes Dist1, Mid1, and the entire murine -globin cluster. The murine homolog of the -LCR was mapped upstream of the mouse globin genes at approximately the same position as in the human locus. Our results indicate that, in mouse and human, the -globin loci and their flanking sequences are homologous over a range of at least 130 kb. The structural homology of this region in both mammals suggests also a functional one and indicates the mouse as a potential model for studying the role of the -LCR controlling element in the regulation of expression and replication timing of the flanking gene clusters.