Scaffold attachment factor-B1 (SAFB1) is a nuclear matrix protein that has been proposed to couple chromatin structure, transcription, and RNA processing. We have previously shown that SAFB1 can repress estrogen receptor (ER␣)-mediated transactivation. Here we present a structure-function study showing that transactivation is mediated via an intrinsic and transferable Cterminal repression domain (RD). A similar C-terminal RD was found in the family member SAFB2. Removal of the RD from SAFB1 resulted in a dominant-negative SAFB1 protein that increased ligand-dependent and -independent ER␣ activity. SAFB1RD-mediated repression was partly blocked by histone deacetylase inhibitors; however, no histone deacetylase inhibitors were identified in a yeast two-hybrid screen using the RD as bait. Instead, SAFB1RD was found to interact with TAFII68, a member of the basal transcription machinery. We propose a model in which SAFB1 represses ER␣ activity via indirect association with histone deacetylation and interaction with the basal transcription machinery.SAFB1 1 belongs to a family of nuclear proteins that are localized in the nuclear matrix. The matrix is a proteinaceous structure consisting of a network of ribonucleoproteins and non-histone proteins, such as transcription factors, that serve as a scaffold for the higher organization of chromatin into loop structures (1). A characteristic of SAFB family members is the presence of an N-terminal SAF box (2-4) that binds to DNA regulatory regions termed scaffold/matrix attachment regions (S/MARs). S/MARs are bound to the nuclear matrix, define the loop structure of higher order chromatin (5-8), divide the genome into structural and functional domains, and are implicated in the regulation of gene expression (1).SAFB proteins contain a central RNA recognition motive (RRM), which suggests a role in mRNA processing. Because SAFB1 also has been shown to interact with members of the RNA processing machinery and with RNA polymerase II, it has been suggested that this protein is part of a "transcriptosome" complex, coupling chromatin structure to transcription and RNA processing (9 -12).We have previously reported that SAFB1 plays an important role in breast cancer because its overexpression results in growth inhibition (13). SAFB1 maps to a chromosomal locus that displays unusually high rates of loss of heterozygosity (14), and mutations have been identified in breast tumors (14). We have also shown that SAFB1 can bind to and repress transcriptional activity of the estrogen receptor ␣ (ER␣), thereby functioning as an ER␣ corepressor (15).ER␣ is a steroid receptor that regulates transcription of genes involved in proliferation, apoptosis, migration, and other cellular processes (16). ER␣ corepressors and coactivators are components of large protein complexes that tightly control the activity of ER␣ (17,18). Although the role of coactivators in the activity of ER␣ is well established, the role of ER␣ corepressors is less clear. Based on recent studies, it is believed that ER␣ corepr...