We have sequenced and analyzed Hox gene clusters from elephant shark, a holocephalian cartilaginous fish. Elephant shark possesses 4 Hox clusters with 45 Hox genes that include orthologs for a higher number of ancient gnathostome Hox genes than the 4 clusters in tetrapods and the supernumerary clusters in teleost fishes. Phylogenetic analysis of elephant shark Hox genes from 7 paralogous groups that contain all of the 4 members indicated an ((AB)(CD)) topology for the order of Hox cluster duplication, providing support for the 2R hypothesis (i.e., 2 rounds of wholegenome duplication during the early evolution of vertebrates). Comparisons of noncoding sequences of the elephant shark and human Hox clusters have identified a large number of conserved noncoding elements (CNEs), which represent putative cis-regulatory elements that may be involved in the regulation of Hox genes. Interestingly, in fugu more than 50% of these ancient CNEs have diverged beyond recognition in the duplicated (HoxA, HoxB, and HoxD) as well as the singleton (HoxC conserved noncoding elements ͉ gene loss ͉ genome duplication ͉ teleost fish ͉ fugu H ox genes encode homeodomain-containing transcription factors that specify the identities of body segments along the anterior-posterior axis of metazoans. Hox genes occur in clusters that were generated by a series of tandem duplications of ancestral gene(s) before the divergence of cnidarians and bilaterians (1). The Hox clusters exhibit a striking phenomenon of spatial collinearity whereby genes in the 3Ј-end of the cluster are expressed in the anterior part of the embryo, whereas those in the 5Ј-end are expressed in the posterior part. In vertebrates, Hox cluster genes also exhibit temporal collinearity; that is, genes located in the 3Ј-end of the cluster are expressed early during development, whereas genes in the 5Ј-end are expressed later (2). Recent comparative studies of Hox clusters in model genomes have shown that Hox clusters have experienced repeated molecular changes, including fragmentation, cluster duplication, gene loss, coding-sequence divergence, and cisregulatory element evolution (3-7). Because of their critical role in defining the identities of body segments, Hox genes are believed to have played a key role in driving the morphologic diversification of animals (8-10) and thus are of particular interest in understanding the genetic basis of morphologic diversity of metazoans.Among chordates, the cephalochordate amphioxus possesses a single Hox cluster (11,12). In urochordates such as Ciona and Oikopleura, the single cluster is highly fragmented and dispersed in the genome (13,14). In contrast to these invertebrate chordates, vertebrates contain multiple Hox clusters that are tightly organized. However, the number of Hox clusters and Hox genes varies among vertebrates. Mammals and other tetrapods contain 4 Hox clusters (HoxA, HoxB, HoxC, and HoxD) resulting from 2 rounds of genome duplication early during the evolution of vertebrates. Most teleost fishes contain 7 Hox clusters o...