Human breast cancer cell lines expressing the estrogen receptor a (ERa), all-trans-retinoic acid (ATRA) receptor a (RARa) and cellular retinoic acid binding protein II (CRABPII) genes are sensitive to ATRA-mediated growth inhibition. To study the relationship among ERa, RARa and CRABPII expression, the protein levels of each member were compared in five breast cancer cell lines (T47D, MCF-7, ZR-75-1, Hs587 T and MDA-MB-231 cells) and two immortalized nontumorigenic breast epithelial cell lines (MTSV1.7 and MCF-10A). ERa, RARa and CRABPII proteins were detected in T47D, MCF-7 and ZR-75-1 cells but not in other tested cell lines. RARa and CRABPII proteins were either reduced or undetectable in T47D/C4:2W and MCF-7/ADR cells with lost expression of ERa. Estradiol increased and antiestrogens (tamoxifen and ICI 164,384) downregulated the expression of both RARa and CRABPII proteins in T47D and MCF-7 cells. RARa antagonist Ro-41-5253 inhibited CRABPII expression, but not RARa expression in estradiol-treated T47D and MCF-7 cells. Suppression of ERa by small interfering RNA (siRNA) reduced RARa and CRABPII gene expression and siRNA suppression of RARa reduced CRABPII expression while having no effect on ERa in T47D cells. Transient transfection of either RARa or ERa expression vectors increased CRABPII expression in MDA-MB-231 cells but only RARa, not ERa, activated hCRABPII promoter reporter. These results indicate that there is a gene activation pathway in which ERa drives RARa transcription and RARa drives CRABPII transcription in ERa-positive human breast cancer cells.