2,3,7,8-Tetrachlorodibenzo-p-dioxin (TCDD) and other aryl hydrocarbon receptor (AhR) ligands suppress 17-estradiol (E)-induced responses in the rodent uterus and mammary tumors and in human breast cancer cells. Treatment of ZR-75, T47D, and MCF-7 human breast cancer cells with TCDD induces proteasomedependent degradation of endogenous estrogen receptor ␣ (ER␣).The proteasome inhibitors MG132, PSI, and PSII inhibit the proteasome-dependent effects induced by TCDD, whereas the protease inhibitors EST, calpain inhibitor II, and chloroquine do not affect this response. ER␣ levels in the mouse uterus and breast cancer cells were significantly lower after cotreatment with E plus TCDD than after treatment with E or TCDD alone, and our results indicate that AhR-mediated inhibition of E-induced transactivation is mainly due to limiting levels of ER␣ in cells cotreated with E plus TCDD. TCDD alone or in combination with E increases formation of ubiquitinated forms of ER␣, and both coimmunoprecipitation and mammalian two-hybrid assays demonstrate that TCDD induces interaction of the AhR with ER␣ in the presence or absence of E. In contrast, E does not induce AhR-ER␣ interactions. Thus, inhibitory AhR-ER␣ cross talk is linked to a novel pathway for degradation of ER␣ in which TCDD initially induces formation of a nuclear AhR complex which coordinately recruits ER␣ and the proteasome complex, resulting in degradation of both receptors.Estrogenic hormones induce their tissue-specific responses through binding the estrogen receptor (ER), which is a ligandactivated transcription factor and a member of the nuclear receptor (NR) superfamily (3, 15). The two ER subtypes (ER␣ and ER) and other NRs exhibit modular structures containing N-terminal activation function 1 (AF1) and C-terminal AF2, which also contains the ligand-binding domain, a DNAbinding domain (DBD), and an adjacent hinge region. Most early-stage mammary tumors are ER positive and are responsive to endocrine therapies which target ER␣ and/or E biosynthesis (5, 13, 47). Selective ER modulators, such as tamoxifen, are extensively used for treating early-stage breast cancer, and the primary modes of action of selective ER modulators involve competitive binding to the ER and subsequent inhibition of one or more steps in ER-mediated transactivation. Several studies show that there are important mechanistic differences among antiestrogens, and this is consistent with their tissuespecific ER antagonist-agonist activities (20,52,53). For example, the "pure" antiestrogens ICI 164,384 and/or ICI 182,780 not only bind ER␣ with high affinity but induce a rapid proteasome-dependent degradation of the receptor, and this is observed in breast cancer cells and human tumors (41, 52). Rapid degradation of ER␣ protein in cells or tumors treated with ICI 164,384 or 182,780 may play an important role in the antiestrogenic activity of these compounds.Studies in this laboratory have investigated inhibition of ER signaling through cross talk with the ligand-activated aryl hydrocarbon rece...