We previously demonstrated that the estrogen response module (mERM) of the mouse lactoferrin gene, which contains an overlapping chicken ovalbumin upstream promoter transcription factor (COUP-TF)-and estrogen receptor-binding element, is responsible for estrogen induction. In this report we show that COUP-TF represses the mERM response to estrogen stimulation. Mutation and deletion of the COUP-TF-binding element or reduction of the endogenous COUP-TF increases mERM estrogen responsiveness. Likewise, overexpression of the COUP-TF expression vector blocked the estrogen-stimulated response of mERM in transfected cells. The molecular mechanism of this repression is due to the competition between COUP-TF and the estrogen receptor for binding at identical contact sites in the overlapping region of the mERM. Our results indicate that two members of the steroid-thyroid receptor superfamily work in concert to modulate lactoferrin gene expression.Regulation of gene expression at the transcriptional level is a complex process. The expression of a gene is controlled by multiple trans-acting factors that interact with each other and with the cluster of cis-acting DNA elements in regulated promoters (11,61). The estrogen receptor (ER), an estrogendependent transcription factor, mediates a variety of estrogenic effects on target tissues at the molecular level (2,11,17,24). Through gene transfers and deletion studies, the cis-acting DNA sequences that are responsible for estrogen regulation have been identified in various estrogen-regulated genes (3,7,23,46,52). ER, upon binding to the consensus palindromic estrogen response element (ERE), is able to confer estrogen-stimulated transcription. Recent studies show that the response elements for steroid hormones could also act together with other transcription factor-binding elements to bring about hormone-dependent responses (1,8,12,50,60). The trans activation of these genes is initiated by the interaction between ER and other transcription factors and their respective cognated elements.In addition to the steroid hormone receptors that responded to well-known ligands, a large collection of orphan receptors that share structural homology has been isolated, although the particular ligand has not yet been identified (28,51,57,58). One of those is the well-characterized chicken ovalbumin upstream promoter transcriptional factor (COUP-TF) (57, 58). COUP-TF was originally found through its interaction with a response element in the chicken ovalbumin gene promoter (48) and has been shown to play both positive and negative roles in gene regulation upon binding to various regulatory elements (5,6,20,25,32,37,54). These diverse roles highlight the importance of COUP-TF in the regulation of gene expression in various tissues. We previously found that the estrogen response module (mERM) of the mouse lactoferrin gene was composed of an overlapping ERE and COUP-TF-binding element (31,32).Band shift assay showed that both ER and COUP-TF specifically interacted with the mERM (32). Therefore, the...