Estrogen acting through the estrogen receptor (ER) is able to regulate cell growth and differentiation of a variety of normal tissues and hormone-responsive tumors. Ligand-activated ER binds DNA and transactivates the promoters of estrogen target genes. In addition, ligandactivated ER can interact with other factors to alter the physiology and growth of cells. Using a yeast two-hybrid screen, we have identified an interaction between ER␣ and the proapoptotic forkhead transcription factor FKHR. The ER␣-FKHR interaction depends on -estradiol and is reduced significantly in the absence of hormone or the presence of Tamoxifen. A glutathione S-transferase pull-down assay was used to confirm the interaction and localized two interaction sites, one in the forkhead domain and a second in the carboxyl terminus. The FKHR interaction was specific to ER␣ and was not detected with other ligand-activated steroid receptors. The related family members, FKHRL1 and AFX, also bound to ER␣ in the presence of -estradiol. FKHR augmented ER␣ transactivation through an estrogen response element. Conversely, ER␣ repressed FKHRmediated transactivation through an insulin response sequence, and cell cycle arrest induced by FKHRL1 in MCF7 cells was abrogated by estradiol. These results suggest a novel mechanism of estrogen action that involves regulation of the proapoptotic forkhead transcription factors.Estrogen and related steroid ligands play a critical role in the normal development and function of numerous cell types. Estrogens induce physiologic effects through an interaction with nuclear steroid receptors. Two human estrogen receptors have been identified, ER␣ 1 and ER (1-4). The ERs are members of the steroid-thyroid-retinoic acid superfamily of transcription factors (5). In the classic model of steroid hormone action, -estradiol induces homodimerization of ER, which is able to bind specific regulatory sequences in the promoters of ER target genes called estrogen response elements (EREs) (6). It is through this classic model of steroid hormone action that ERs alter the expression of a set of target genes. Several target genes for ER␣ in hormone-responsive breast tumors have been described including progesterone receptor (PR) (7), pS2 (8), TGF-␣ (9), cathepsin D (10), HSP27 (11), and GREB1 (12). These genes are directly activated by ER␣, and the induction of gene expression depends on the ability for ER␣ to bind to the promoters of each target gene.Increasingly, it has been reported that estrogen acting through ERs can have profound effects on cell physiology through mechanisms independent of DNA binding. One mechanism that has been proposed is through the ability of ER␣ to regulate the activity of other nuclear transcription factors by mechanisms involving direct protein-protein interactions. In many cases the interactions between ER␣ and other nuclear factors have been shown to be ligand-dependent. One example of this alternate mechanism of gene regulation is the effect of ER␣ on the expression of AP1-regulated genes (13). ER␣ ...