The nuclear receptor peroxisome proliferator-activated receptor ␥ (PPAR␥) is a key regulator of adipocyte differentiation in vivo and ex vivo and has been shown to control the expression of several adipocyte-specific genes. In this study, we used chromatin immunoprecipitation combined with deep sequencing to generate genome-wide maps of PPAR␥ and retinoid X receptor (RXR)-binding sites, and RNA polymerase II (RNAPII) occupancy at very high resolution throughout adipocyte differentiation of 3T3-L1 cells. We identify >5000 high-confidence shared PPAR␥:RXR-binding sites in adipocytes and show that during early stages of differentiation, many of these are preoccupied by non-PPAR␥ RXR-heterodimers. Different temporal and compositional patterns of occupancy are observed. In addition, we detect co-occupancy with members of the C/EBP family. Analysis of RNAPII occupancy uncovers distinct clusters of similarly regulated genes of different biological processes. PPAR␥:RXR binding is associated with the majority of induced genes, and sites are particularly abundant in the vicinity of genes involved in lipid and glucose metabolism. Our analyses represent the first genome-wide map of PPAR␥:RXR target sites and changes in RNAPII occupancy throughout adipocyte differentiation and indicate that a hitherto unrecognized high number of adipocyte genes of distinctly regulated pathways are directly activated by PPAR␥:RXR.[Keywords: Peroxisome proliferator activated receptor; nuclear receptor; ChIP-seq; adipocyte differentiation] Supplemental material is available at http://www.genesdev.org. Adipogenesis is one of the best characterized differentiation processes. Several preadipocyte cell culture models have been developed and used to carefully dissect the sequence of molecular events governing the adipogenic process. Among these adipogenic cell lines, the murine 3T3-L1 preadipocyte cell line (Green and Kehinde 1974) represents one of the best characterized models. Upon addition of adipogenic inducers, including glucocorticoids, cAMP elevating agents, and insulin/insulin-like growth factor, these cells undergo one to two rounds of mitotic clonal expansion followed by growth arrest and terminal differentiation. Several gain-and loss-of-function experiments have revealed an intricate interplay of activating and inhibitory signals involved in the regulation of the adipogenic process (MacDougald and Mandrup 2002;Rosen and MacDougald 2006).The nuclear receptor peroxisome proliferator-activated receptor ␥ (PPAR␥; NR1C3) is an obligatory key regulator of adipocyte differentiation in vivo as well as ex vivo (Farmer 2006). In addition, PPAR␥ acts as a transcriptional activator of many adipocyte-specific genes involved in lipid synthesis, handling and storage of lipids, growth regulation, insulin signaling, and adipokine production (Lehrke and Lazar 2005). PPAR␥ is also necessary for maintenance of the adipocyte phenotype and for survival of adipocytes in white adipose tissue in vivo