DNA methylation, which occurs predominantly at CpG dinucleotides, is a potent epigenetic repressor of transcription. Because DNA methylation is reversible, there is much interest in understanding the mechanisms by which it can be regulated by DNA-binding transcription factors. We discuss several models that, by incorporating sequence motifs, CpG density, and methylation levels, attempt to link the binding of a transcription factor with the acquisition or loss of DNA methylation at promoters and distal regulatory elements. Additional in vivo genome-wide characterization of transcription factor binding patterns and high-resolution DNA methylation analyses are clearly required for stronger support of each model. DNA methylation is a potent epigenetic repressor of transcription; promoters and enhancers that display high levels of methylation are essentially inactive (1, 2). Patterns of DNA methylation are tightly regulated in a tissue-specific manner, resulting in epigenetic specification of gene expression. Additionally, widespread genomic DNA hypomethylation in conjunction with local promoter-specific hypermethylation (which leads to inappropriate gene silencing) is centrally implicated in a myriad of human diseases from immunodeficiency-centromeric instability-facial anomalies syndrome to cancer (3-7). DNA methylation is potentially reversible (8), and there is much interest in understanding the mechanisms by which DNA methylation patterns are established. In this review, we focus on regulation of methylation patterns at mammalian genomic elements such as promoters and enhancers; for a summary of the regulation of large scale changes in methylation during development, we suggest a recent review by Smith and Meissner (9). It has been proposed that site-specific regulation of DNA methylation is mediated by DNA-binding transcription factors (TFs) 3 that interact with specific promoter or enhancer regions (10 -14). The functional relationship between DNA methylation and TF binding has been a subject of much interest for decades. Several models have been put forth that attempt to integrate the ability of a TF to bind to hyper-or hypo-methylated DNA with the acquisition and/or loss of DNA methylation at regulatory elements (Fig. 1). These include (a) protection from acquisition of DNA methylation upon binding of a TF to unmethylated DNA, (b) promotion of DNA methylation upon binding of a TF to unmethylated DNA, (c) reversal of DNA methylation upon binding of a TF to a region containing methylated DNA, and (d) reinforcement of repression upon binding of a TF to methylated DNA. In mammalian genomes, DNA methylation occurs predominantly at CpG dinucleotides. Regions of the genome are generally classified as those that have high CpG density (e.g. promoters) versus low CpG density (most of the genome). Additionally, the genome can be divided into categories based on CpG methylation levels: low methylation (promoters), intermediate methylation (distal regulatory elements), and high CpG methylation (most of the genome) (15)...