Progression of MCF-7 cells from early passage (MCF-7E, <200 passage) to late passage (MCF-7L, >500 passage) correlates with a loss of sensitivity to exogenous TGF1. We have previously shown that loss of TGF sensitivity is due to decreased expression of the transforming growth factor receptor type II (TRII) and is associated with increased tumorigenicity in nude mice. Reduced TRII expression in MCF-7L cells is caused by decreased TRII promoter activity in this cell line. Our previous studies using 5 deletion constructs of this promoter revealed that MCF-7L cells were unable to support transcription of the minimal promoter (؊47 to ؉2) to the same levels as the MCF-7E cells. This region of the promoter contains an Sp1 element at position ؊25 from the major transcription start site. In this study, we in- TRIII is thought to play a role in presenting the ligand to the other receptors (6). Receptor type I (TRI), a 50 -60-kDa glycoprotein, and receptor type II (TRII), a 75-85-kDa glycoprotein, belong to a superfamily of receptor serine/threonine kinases. The presence of both TRI and TRII is necessary to effect a TGF response, and both kinase activities must be functional for proper signal transduction (7-10). Therefore, cells defective in one or the other receptor are refractory to the effects of TGF and escape its autocrine-negative effects on growth.The loss of TGF sensitivity has been correlated to tumor progression. This loss has been most often associated with a loss of TRII expression (11). Replication error-positive colorectal cancer cells show a mutation in TRII coding region, which results in message instability and loss of protein (12)(13)(14). Deletion of the TRII gene, loss of TRII message, and expression of a truncated TRII message have also been observed in other cancer cell lines (15)(16)(17)(18)(19)(20).The human breast cancer MCF-7 cells have no detectable cell surface TRII and are refractory to the effects of TGF (18,19). The re-expression of TRII in these cells restores their sensitivity to the growth inhibitory effects of TGF (19). In addition, the transfectants showed decreased anchorage-independent growth, and a decreased tumorigenicity in nude mice compared with vector-transfected cells. These results suggest that TRII behaves as a tumor suppressor in the MCF-7 cells.Due to the significant role of TRII in determining tumorigenicity, it is likely that defects of TRII expression can lead to malignant progression. MCF-7 cells represent a well established model system for studying the biology of breast cancer cells. Our earlier work using MCF-7 early passage (MCF-7E) and MCF-7 late passage (MCF-7L) cells demonstrated that MCF-7L cells' resistance to exogenous TGF correlated with the low, or undetectable level of TRII in this cell line (18).