Msx2 promotes osteogenic lineage allocation from mesenchymal progenitors but inhibits terminal differentiation demarcated by osteocalcin (OC) gene expression. Msx2 inhibits OC expression by targeting the fibroblast growth factor responsive element (OCFRE), a 42-bp DNA domain in the OC gene bound by the Msx2 interacting nuclear target protein (MINT) and Runx2/ Cbfa1. To better understand Msx2 regulation of the OC-FRE, we have studied functional interactions between MINT and Runx2, a master regulator of osteoblast differentiation. In MC3T3E1 osteoblasts (with endogenous Runx2 and FGFR2), MINT augments transcription driven by the OCFRE that is further enhanced by FGF2 treatment. OCFRE regulation can be reconstituted in the naïve CV1 fibroblast cell background. In CV1 cells, MINT synergizes with Runx2 to enhance OCFRE activity in the presence of activated FGFR2. The RNA recognition motif domain of MINT (which binds the OCFRE) is required. Runx2 structural studies reveal that synergy with MINT uniquely requires Runx2 activation domain 3. In confocal immunofluorescence microscopy, MINT adopts a reticular nuclear matrix distribution that overlaps transcriptionally active osteoblast chromatin, extensively co-localizing with the phosphorylated RNA polymerase II meshwork. MINT only partially co-localizes with Runx2; however, co-localization is enhanced 2.5-fold by FGF2 stimulation. Msx2 abrogates Runx2-MINT OCFRE activation, and MINT-directed RNA interference reduces endogenous OC expression. In chromatin immunoprecipitation assays, Msx2 selectively inhibits Runx2 binding to OC chromatin. Thus, MINT enhances Runx2 activation of multiprotein complexes assembled by the OCFRE. Msx2 targets this complex as a mechanism of transcriptional inhibition. In osteoblasts, MINT may serve as a nuclear matrix platform that organizes and integrates osteogenic transcriptional responses.Bone formation arises via two overlapping yet distinct mechanisms (1). Endochondral ossification occurs via the calcification and vascularization of an initial cartilaginous template, best exemplified by long bone development and fracture repair. Non-endochondral ossification occurs during development in the flat bones of the skull, in teeth, and in the lateral portion of the clavicles. Direct bone deposition occurs in type I collagenbased extracellular matrix; no cartilage template precedes bone deposition. Both in vivo and in cell culture models, a characteristic gene expression program is elaborated as osteoblasts differentiate and mature from osteoprogenitors (2-4). Although transcription factors crucial to bone development (Runx2/Cbfa1, CBF-, Msx2, Msx1, Dlx5, Alx4, Osx, and Sox9) and metabolic/endocrine regulation (multiple nuclear receptors, Runx2/Cbfa1) have been identified, our understanding of the molecular details of stage-specific osteoblast gene expression is rudimentary (5). "Cross-talk" between these factors occurs in the osteoblast nucleus; an integrative model is lacking and sorely needed to better address unmet clinical needs in metabolic...