Estrogens, such as 17-estradiol (E 2 ), 3 are pleiotropic hormones whose effects are responsible for many physiological processes, including normal growth, development, and the precise and coordinated regulation of gene expression in tissues of the reproductive tract, central nervous system, and bone (1, 2).Estrogens also have important functions in hormone-dependent diseases, such as breast cancer and osteoporosis (1, 2). Selective estrogen receptor modulators, therapeutic agents that act as agonists or antagonists depending on the target tissue, are currently used in the treatment and prevention of these and other hormone-related disorders (1-3). Estrogens and selective estrogen receptor modulators exert their effects through two estrogen receptors (ERs), ER alpha (ER␣/ESR1/NR3A1) and ER beta (ER/ESR2/NR3A2), which belong to a large superfamily of nuclear hormone receptor proteins (2, 3). ERs share a conserved structural and functional organization with other members of the nuclear hormone receptor superfamily, including domains responsible for ligand binding, dimerization, DNA binding, and transcriptional activation (2, 3).As their domain structures imply, ERs behave as ligand-inducible, DNA binding transcription factors (2, 3). Their transcriptional activities require the recruitment of a variety of coregulatory proteins by the receptors to estrogen-regulated promoters through either direct or indirect interactions (2, 3). A group of factors, including the p160/steroid receptor co-activator (SRC) family of proteins and the Mediator-like complexes (e.g. TRAP, DRIP, and ARC), have been shown to interact with and stimulate the transcriptional activities of ERs by interacting directly with the ligand binding domain in a ligand and activation function-2-dependent manner (2, 3). Other factors that contain enzymatic activities, such as the histone acetyltransferase p300/CBP and the histone methyltransferase CARM-1, are recruited indirectly by ERs mainly via interactions with the SRC proteins (2, 3). A smaller subset of ER-interacting factors has been shown to bind primarily to the N-terminal A/B region of the receptors, including the RNA-binding protein p68/p72 and SRA (2, 3). Together, these co-regulatory proteins are recruited by ERs in a precise temporal and coordinated manner in response to estrogen to promote local changes in histone modifications, chromatin structure, and the recruitment of RNA polymerase II to the promoters of target genes.Numerous estrogen target genes have been identified through expression microarray studies (reviewed in Ref. 4); however, it is unclear what fraction of these genes are directly regulated by ERs. Direct regulation by estrogen is largely due to the recruitment of ERs to genomic regions containing sequence specific cis-regulatory motifs (2, 3). These sequences mostly