Although the dioxin receptor, the aryl hydrocarbon receptor (AhR), is considered a major regulator of xenobiotic-induced carcinogenesis, its role in tumor formation in the absence of xenobiotics is still largely unknown. Trying to address this question, we have produced immortalized cell lines from wild-type (T-FGMAhR؉/؉) and mutant (T-FGM-AhR؊/؊) mouse mammary fibroblasts by stable co-transfection with the simian virus 40 (SV-40) large T antigen and proto-oncogenic c-HRas. Both cell lines had a myofibroblast phenotype and similar proliferation, doubling time, SV-40 and c-H-Ras expression and activity, and cell cycle distribution. AhR؉/؉ and AhR؊/؊ cells were also equally able to support growth factor-and anchorage-independent proliferation. However, the ability of T-FGM-AhR؊/؊ to induce subcutaneous tumors (leimyosarcomas) in NOD/ SCID-immunodeficient mice was close to 4-fold lower than T-FGM-AhR؉/؉. In culture, T-FGM-AhR؊/؊ had diminished migration in collagen-I and decreased lamellipodia formation. VEGFR-1/Flt-1, a VEGF receptor that regulates cell migration and blood vessel formation, was also down-regulated in AhR؊/؊ cells. Signaling through the ERK-FAK-PKB/AKT-Rac-1 pathway, which contributes to cell motility and invasion, was also significantly inhibited in T-FGM-AhR؊/؊. Thus, the lower tumorigenic potential of T-FGM-AhR؊/؊ could result from a compromised adaptability of these cells to the in vivo microenvironment, possibly because of an impaired ability to migrate and to respond to angiogenesis.