Inclusion of the Smad binding elements (SBEs) with the VDRE in the heterologous promoter restored synergistic activation. Furthermore, this synergy was dependent on the spacing between VDRE and SBEs. The Smad3-Smad4 heterodimer was found to bind in gel shift assay to two distinct DNA segments of the osteocalcin promoter: ؊1030 to ؊989 (SBE3) and ؊418 to ؊349 (SBE1). Deletion of SBE1, which is proximal to the VDRE, but not the distal SBE3 in this promoter reporter abolished TGF- responsiveness and eliminated synergistic co-activation with vitamin D. Thus the molecular mechanism, whereby Smad3 and VDR mediate cross-talk between the TGF- and vitamin D signaling pathways, requires both a VDRE and a SBE located in close proximity to the target promoter.The biological actions of 1,25-dihydroxyvitamin D 3 (vitamin D) 1 are mediated through the vitamin D receptor (VDR), a member of the nuclear receptor superfamily (1). Although VDR homodimers may play some role, most VDR actions are thought to be mediated via VDR heterodimerization with the retinoid X receptor (RXR) (2). The VDR/RXR heterodimers bind to vitamin D response elements (VDREs) in the promoters of vitamin D target genes (3, 4). VDREs typically consist of at least two copies of the consensus motif, PuG(G/T)TCA, arranged as direct repeats with a three-nucleotide spacing (DR3) (5). In addition to spacing, small differences in the half-site sequence, and the sequence of the flanking extension of the response elements also appear to be important in determining receptor binding efficiency (Ref. 6 and references therein). Upon binding, these receptors can either stimulate or repress transcription of target genes (7), assisted by direct and indirect interaction with other transcriptional regulatory proteins. Such additional factors may be recruited by other regulatory signals, such as TGF-, which has been shown to act in synergy with vitamin D (8, 9). Transforming growth factor- (TGF-), like activin and bone morphogenetic protein (BMP), signals through the Smad family of intracellular transducing proteins (10). Among the Smads, Smad2 and Smad3 are known to permit signaling by TGF- and activin ligands (11). Once phosphorylated, these Smad proteins heterodimerize with Smad4, the common mediator of TGF- pathways. These complexes translocate to the nucleus where they regulate target genes either by interacting with DNA or with other transcription factors (11,12). Though a palindromic Smad binding element (SBE), GTCTAGAC, was shown to interact with the Smad3 and Smad4 complex, the smaller 4-bp half-site of this SBE DNA sequence, GTCT or AGAC, has been shown to be sufficient to bind these proteins (12, 13).Although Smads can bind to DNA, Smad-DNA binding alone is not always sufficient for gene activation. There are now a growing number of examples in which Smads cooperate with DNA-binding partners to regulate transcription (14). This type of interaction has been demonstrated for the Mix.2, goosecoid and Xvent2 promoters where Smads interact with FAST-1, FAST-2, m...