Expression of Oct4 in embryonic stem cells is controlled by a distal upstream stem cell-specific enhancer that is deactivated during retinoic acid (RA)-induced differentiation by an indirect mechanism not involving binding of RA receptors (H. Okazawa, K. Okamoto, F. Ishino, T. Ishino-Kaneko, S. Takeda, Y. Toyoda, M. Muramatsu, and H. Hamada, EMBO J. 10:2997EMBO J. 10: -3005, 1991). Here we report that in RA-treated P19 embryonal carcinoma cells the Oct4 promoter is also subject to negative regulation by RA. The minimal Oct4 promoter sequence mediating repression consists of a promoter-proximal sequence containing a GC-rich SP1 consensus-like sequence and several hormone response element half-sites that can be arranged into direct repeats with different spacing. The GC box binds a nuclear factor that is invariably present in undifferentiated and RA-treated differentiated P19 cells. By contrast, the hormone response element-containing sequence binds factors that are induced following RA treatment. Mutational analysis and competition experiments show that the functional entity binding the RA-induced factor is a direct repeat sequence with a spacing of one nucleotide, previously shown to be a binding site for COUP transcription factors (COUP-TFs). Cotransfected orphan receptors COUP-TF1, ARP-1, and EAR-2 were able to repress the activity of Oct4 promoter-driven reporters in P19 EC cells, albeit with different efficiencies. Furthermore, the negative transcriptional effect of COUP-TFs is dominant over the activating effect of the Oct4 embryonic stem cell-specific enhancer. These results show that negative regulation of Oct4 expression during RA-induced differentiation of embryonic stem cells is controlled by two different mechanisms, including deactivation of the embryonic stem cell-specific enhancer and promoter silencing by orphan nuclear hormone receptors.Among the gene families that play an important role during both vertebrate and invertebrate development is the POU family of transcriptional regulators. Their conserved DNAbinding motif, first recognized among the Pit-1/GHF-1, Octl and Oct2, and Unc83 proteins (27), is involved in binding to the octamer motif (18,95,96), present in the enhancer/ promoter of a variety of eukaryotic genes (77, 85). The Oct family presently consists of a score of members, including Octl (87), Oct2 (56,78), Oct4 (59,68,82), and Oct6 (53,55,88), that, with the exception of Octl, have been implicated in tissue-and stage-specific transcriptional regulation in line with their restricted expression patterns during early embryogenesis and in adult tissues (67,72,79). Expression of Oct4 during early mouse development is restricted to pluripotent stem cells as found in the inner cell mass of blastocyst stage embryos, the pluripotent primitive ectoderm, primordial germ cells, oocytes, and spermatids (68,80,81). In line with its expression in the inner cell mass and primitive neuroectoderm of early mouse embryos, the Oct4 gene is expressed at high levels in both embryonic stem (ES) cells and em...