Estrogens, acting through their nuclear receptors have a broad impact on target cells, eliciting a transcriptional response program that involves gene repression as well as gene stimulation. While much is known about the mechanisms by which the estrogen-occupied estrogen receptor (ER) stimulates gene expression, the molecular events that lead to gene repression by the hormone-ER complex are largely unknown. Because estradiol represses expression of the cyclin G2 gene, which encodes a negative regulator of the cell cycle, our aim was to understand the mechanism by which cyclin G2 is repressed by estrogen. We show that cyclin G2 is a primary ER target gene in MCF-7 breast cancer cells that is rapidly and robustly down-regulated by estrogen. Promoter analysis reveals a responsive region containing a halfestrogen response element and GC-rich region that interact with ER and Sp1 proteins. Mutation of the half-ERE abrogates hormone-mediated repression. Mutational mapping of receptor reveals a requirement for its N-terminal region and DNA binding domain to support cyclin G2 repression. Following estradiol treatment of cells, chromatin immunoprecipitation analyses reveal recruitment of ER to the cyclin G2 regulatory region, dismissal of RNA polymerase II, and recruitment of a complex containing N-CoR and histone deacetylases, leading to a hypoacetylated chromatin state. Our study provides evidence for a mechanism by which the estrogen-occupied ER is able to actively repress gene expression in vivo and indicates a role for nuclear receptor corepressors and associated histone deacetylase activity in mediating negative gene regulation by this hormone-occupied nuclear receptor.In target cells, estrogen hormones act via their nuclear receptors to elicit a diverse transcriptional response program that involves gene repression as well as gene stimulation (1-3). Estrogen receptors (ERs) 3 share their modular domain structure with the other members of the steroid and nuclear receptor superfamily and are comprised of an N-terminal domain characterized by a ligand-independent activation function (AF-1), a central DNA binding domain (DBD) followed by a hinge region, and a C-terminal ligand binding domain (LBD), which contains a ligand-dependent activation function (AF-2) important for coregulator recruitment (4, 5).In the mammary gland, the actions of estrogens are essential for normal growth and development. In breast cancer, the presence of ERs is associated with likely response to endocrine therapy, most usually treatment with antiestrogens such as tamoxifen, or estrogen depletion by the use of aromatase inhibitors (6). Estrogens enhance the proliferation of ER-positive breast cancer cells, and recent studies have shown that this enhancement of proliferation involves both stimulation of the expression of many genes associated with cell cycle progression, as well as the suppression of genes that block the cell cycle (7). Most previous studies, focusing on the mechanisms that lead to stimulation of gene expression, have demonstrat...