The high mobility group AT-hook 2 (HMGA2), a DNA architectural protein, is highly regulated during development and plays an important role in tumorigenesis. Indeed, HMGA2 was overexpressed in many different kinds of tumors. However, the mechanisms regulating HMGA2 expression remain elusive. Using microarray analysis, we found that HMGA2, along with a dozen of other genes, was co-repressed by ZBRK1, BRCA1, and CtIP. BRCA1 exerts its transcriptional repression activity through interaction with the transcriptional repressor ZBRK1 in the central domain, and with CtIP in the C-terminal BRCT domain. Here, we show that ZBRK1, BRCA1, and CtIP form a repression complex that coordinately regulates HMGA2 expression via a ZBRK1 recognition site in the HMGA2 promoter. Depletion of any of the proteins in this complex via adenoviral RNA interference in MCF10A mammary epithelial cells activates HMGA2 expression, resulting in increased colony formation in soft agar. Similarly, depletion of ZBRK1, or ectopic overexpression of HMGA2, in MCF10A cells induces abnormal acinar size with increased cell number and inhibits normal acinar formation. Consistently, many BRCA1-deficient mouse breast tumors express higher levels of HMGA2 than BRCA1-proficient tumors. These results suggest that activation of HMGA2 gene expression through derepression of the ZBRK1/ BRCA1/CtIP complex is a significant step in accelerating breast tumorigenesis.The HMGA family consists of four proteins: HMGA1a, HMGA1b, HMGA1c, and HMGA2.2 HMGA1a, -b, and -c are all encoded by the same gene but vary in length due to alternative splicing (1-3), whereas HMGA2 is encoded by a distinctive gene (4). The common structural motifs in this group include an acidic C terminus and three DNA binding domains called A-T hooks, because they bind short (4 Ϯ 6 bp) AT-rich sequences in the minor groove (5-8). HMGA proteins regulate the expression of many genes through architectural remodeling of the chromatin structure and the formation of multiprotein complexes on promoter/enhancer regions. In accordance with their many roles in transcriptional regulation, aberrant expression of HMGA proteins has been observed in a large number of human cancers (reviewed by Farnet et al. (9)). The HMGA2 architectural protein is critical for a variety of cellular processes, including gene transcription, induction of neoplastic transformation, and promotion of metastatic progression (10, 11). Importantly, HMGA2 overexpression in tumors is associated with poor prognosis and metastasis in breast cancer patients (12). Although it is known that transcriptional repression of HMGA2 may prevent mammary tumorigenesis, the mechanisms governing repression remain elusive.The potential role of BRCA1 in transcriptional regulation has been revealed by discovering its ability to bind many important transcription factors, including p53, c-Myc, and STAT1 (13-15). Expression of several target proteins, including p21 WAF1 , cyclin B1, and EGR1, is activated or repressed by the presence of BRCA1. BRCA1 lacks DNA sequence...