The divergent response and the molecular mechanisms underlying the anti-cancer effects of retinoid X receptor (RXR) ligand (rexinoid) therapy are poorly understood. This study demonstrates that ligand-activated RXR homodimer facilitated G 1 arrest by up-regulation of p21 in vitro and in vivo but failed to induce G 1 arrest when p21 expression was blocked by p21 small interfering RNA. RXR ligand-dependent p21 up-regulation was transcriptionally controlled through the direct binding of RXR homodimers to two consecutive retinoid X response elements in the p21 promoter. Structural overlap of a retinoic acid response element with these retinoid X response elements led to a high affinity binding of retinoic acid receptor/RXR heterodimer to the retinoic acid response element, resulting in the prevention of RXR ligand-mediated p21 transactivation. These data show that p21 is a potential and novel molecular target for RXR ligandmediated anti-cancer therapy and that the expression level of retinoic acid receptor and RXR in tumors may be crucial to induce p21-mediated cell growth arrest in RXR ligand therapy.Retinoids are natural and synthetic vitamin A derivatives that regulate a multitude of biological processes in mammalian cells, including metabolism, development, cell proliferation, differentiation, and carcinogenesis (1). Carcinogen exposure causes squamous metaplasia of tracheal and other epithelia, and administration of vitamin A prevents tumor formation (2). Retinoids are clinically used to target selected human cancers (3,27). The actions of retinoids are mediated by two distinct classes of retinoid receptors, retinoic acid receptors (RAR␣, -, and -␥) 3 and retinoid X receptors (RXR␣, , and ␥), which require all-trans-retinoic acid and 9-cis-retinoic acid, respectively, for transcriptional activation. RXR is a combinatorial partner in the nuclear receptor family that forms homo-or heterodimers with a variety of hormone and orphan receptors, including RAR, vitamin D receptor, thyroid hormone receptor (TR), peroxisome proliferator-activated receptor (PPAR), chicken ovalbumin upstream promoter transcription factor (COUP-TF), and other receptors (4). The dimeric receptors bind to specific DNA response element of target genes, and this DNA binding specificity is determined by the number of spacer nucleotides present between the two direct repeats of the canonical binding sequence AGGTCA (5). For instance, RAR and RXR heterodimer binds to retinoic acid response element (RARE) that contains two or five spacers (DR2 or -5), and RXR homodimer binds to retinoid X response element (RXRE) in which the half-sites are separated by a single nucleotide (DR1) (5). Direct binding of ligands to the receptors is required for transcriptional activation, and in the absence of ligands, this activation is blocked by binding of specific repressors to the receptors (6). Ligand binding triggers a release of the repressors from the complex and promotes interaction with co-activator complexes that forms a bridge between the nuclear recepto...