We investigated the mechanism of retinoic acid receptor (RAR) b2 gene silencing in breast cancer cells. Transfection experiments indicated that MCF-7 cells transactivate an exogenous b2 promoter (71470/+156) to the same extent as MTSV1.7 breast epithelial cells, which express endogenous RARb2. This was true even in the context of replicated chromatin, suggesting a cisacting rather than a trans-acting defect. Cytosine methylation, a cis-acting DNA modi®cation, has been implicated in RARb2 silencing in cancer cells. Upon bisul®te genomic sequencing, we found that 3 CpG sites in the b2 RARE region were variably methylated in MCF-7 cells but were not methylated in MTSV1.7 cells or in 2 MDA-MB-231 subclones that di ered in RARb2 expression (high in clone A2, low in clone A4). However, the 5'-UTR region was hypermethylated in clone A4 relative to clone A2 cells. Following 5-azacytidine treatment, RA and trichostatin A markedly induced RARb2 expression in MCF-7 cells but not in MDA-MB-231 clone A4 cells. A b2 RARE reporter construct in which the methylation-susceptible cytosines in the sense strand were replaced by thymine displayed marked loss of activity in a replicated chromatin-dependent manner. We conclude that cytosine methylation contributes to RARb2 gene silencing in MCF-7 cells and that methylation of the RARE region may be particularly important.