Transcriptional regulation by nuclear receptors is mediated by recruitment of coactivators and corepressors. In the classical model, unliganded nonsteroidal receptors bind corepressors, such as the silencing mediator of thyroid and retinoid receptors (SMRT) or nuclear corepressor (NCoR), that are released upon ligand binding. We show here that, unlike other receptors, the heterodimer of the vitamin D receptor (VDR) with the retinoid X receptor (RXR) recruits NCoR and SMRT strictly in a VDR agonist-dependent manner. Binding of an agonist to VDR allows its partner receptor, RXR, to bind the corepressors. The RXR ligand has the opposite effect and induces corepressor release from the heterodimer. 1,25-Dihydroxy-vitamin D 3 (VD3) causes recruitment of SMRT and NCoR to a VDR target promoter. Down-regulation of corepressors by means of small interfering RNA enhances transcriptional responses to VD3. These data reveal a new paradigm of SMRT and NCoR binding to nuclear receptors and demonstrate that these corepressors can function as physiological negative regulators of VD3-mediated transcription.Regulation of transcription by nuclear hormone receptors is mediated by recruitment of coregulators (coactivators and corepressors). Different models of corepressor recruitment have been identified. In the first one, unliganded receptors such as the thyroid hormone receptor (TR) or the retinoic acid receptor (RAR) act as strong constitutive repressors when bound to hormone response elements in target genes, due to the binding of corepressors such as nuclear receptor corepressor (NCoR) or silencing mediator of retinoic and thyroid receptors (SMRT) (4, 15). NCoR and SMRT are large modular proteins that serve as platforms for the formation of multicomponent repressor complexes that contain histone deacetylases (HDACs) and cause chromatin compactation (12,13,17,20,27,39,45). Ligand binding allows the release of corepressors and enables these receptors to recruit coactivators that cause chromatin decompactation and transcriptional stimulation.Steroid hormone receptors are the prototype for a second model. Unbound steroid hormone receptors do not interact effectively with the corepressors and therefore do not have silencing activity. Binding of an agonist causes coactivator recruitment and activation. However, strong interactions with corepressors both in vivo and in vitro were observed with receptor-bound antagonists (36), although a weaker association with an agonist-bound androgen receptor has been recently described (46). Therefore, antagonists can convert steroid receptors into transcriptional silencers. Structural studies have shown that there is a shift in the position of the Cterminal helix (H12) of the ligand binding domain in the antagonist-bound estrogen receptor that not only disrupts coactivator interaction but might also expose the surface for corepressor binding. This helix, which contains the core liganddependent transcriptional activating domain (AF-2), sterically prevents corepressor binding to many nuclear receptor...