PELP1 (proline-, glutamic acid-, and leucine-rich protein-1 (also referred to as MNAR, or modulator of nongenomic activity of estrogen receptor)), a recently identified novel coactivator of estrogen receptors, is widely expressed in a variety of 17-estradiol (E 2 )-responsive reproductive tissues and is developmentally regulated in mammary glands. pRb (retinoblastoma protein), a cell cycle switch protein, plays a fundamental role in the proliferation, development, and differentiation of eukaryotic cells. To study the putative function of PELP1, we established stable MCF-7 breast cancer cell lines overexpressing PELP1. PELP1 overexpression hypersensitized breast cancer cells to E 2 signaling, enhanced progression of breast cancer cells to S phase, and led to persistent hyperphosphorylation of pRb in an E 2 -dependent manner. Using phosphorylation site-specific pRb antibodies, we identified Ser-807/Ser-811 of pRb as a potential target site of PELP1. Interestingly, PELP1 was discovered to be physiologically associated with pRb and interacted via its C-terminal pocket domain, and PELP1/pRb interaction could be modulated by antiestrogen agents. Using mutant pRb cells, we demonstrated an essential role for PELP1/pRb interactions in the maximal coactivation functions of PELP1 using cyclin D1 as one of the targets. Taken together, these findings suggest that PELP1, a steroid coactivator, plays a permissive role in E 2 -mediated cell cycle progression, presumably via its regulatory interaction with the pRb pathway.The steroid hormone 17-estradiol (E 2 ) 1 plays an important role in controlling the expression of genes involved in a wide variety of biological processes, including development, homeostasis, and breast cancer progression (1, 2). The biological effects of estrogen are mediated by its binding to the structurally and functionally distinct estrogen receptors (ERs) ER␣ and ER. ER␣ is the major ER in mammary epithelium (3). Upon binding of E 2 to ER␣, the ligand-activated ER␣ translocates to the nucleus, binds to the 13-bp palindromic estrogen response element (ERE) in the target genes, and stimulates gene transcription, thus promoting cell proliferation (4). In addition to the genomic actions of ER, non-genomic functions are implicated via activation of intracellular signal transduction pathways involved in the regulation of cell proliferation (5-8).ER␣ comprises an N-terminal AF1 (activation function-1) domain, a DNA-binding domain, and a C-terminal ligandbinding region that contains an AF2 domain (9). The AF2 ligand-dependent activation function of ER␣ is located in the ligand-binding domain, whereas AF1 functions in a ligandindependent manner. AF1 and AF2 exhibit cell-type and promoter context specificity (10). Also, the transcription functions of ERs have been shown to be influenced by several coactivators, including SRC1 (steroid receptor coactivator-1), GRIP1, AIB1, CBP (cAMP response element-binding protein-binding protein), p300, PGC1, E6AP, PCAF (p300/CBP associating factor), and SNF2 (11-13). It is ge...