In this report, we describe apolipoprotein II (apoll) gene expression in cell lines derived by stable expression of the chicken estrogen receptor in LMH chicken hepatoma cells. In cell lines expressing high levels of receptor (LMH/2A), apoll gene expression is increased by estrogen 300-fold compared with levels in the receptordeficient parent LMH line. LMH/2A cells show apoll mRNA induction and turnover kinetics similar to those in chicken liver. Inhibition of protein synthesis with cycloheximide (CHX) or puromycin following estrogen withdrawal superinduces apoll mRNA without affecting apoll mRNA stability. Superinduction is due to an estrogen-independent reactivation of apoll gene transcription. The apoll gene can be reactivated by CHX for up to 24 h following hormone withdrawal, suggesting that the gene is in a repressed yet transcriptionally competent state. These results reveal two distinct events necessary for termination of estrogen receptormediated transcription. The first event, removal of hormone, is sufficient to stop transcription when translation is ongoing. The second event is revealed by the CHX-induced superinduction of apoll mRNA following hormone withdrawal. This superinduction suggests that deactivation of estrogen receptor-mediated transcription requires a labile protein. Furthermore, reactivation of apoll gene expression by CHX and estrogen is additive, suggesting that estrogen is unable to overcome repression completely. Thus, a labile protein may act to repress estrogen receptor-mediated transcription of the apoll gene.In avian liver, estrogens regulate the expression of a number of egg yolk precursor proteins required for the transport of nutrients to the developing oocyte (5). Among the proteins regulated by estrogen are vitellogenin I (VTGI), VTGII, and VTGIII (63, 64), apolipoprotein B (apoB) (17) and apoll (18) of very low density lipoprotein, and riboflavin-and biotinbinding proteins (16,66). The primary action of estrogen is to increase transcription of the genes encoding these proteins via binding to the estrogen receptor. In addition to regulating transcription, estrogen also alters the cytoplasmic stability of apoll and VTGII mRNAs (30,71). Analysis of the mechanisms of transcriptional regulation of these genes as well as the study of mRNA turnover in avian liver cells has been hampered by the absence of a suitable homologous cell line. Studies of gene activation and estrogen-dependent alterations in chromatin structure and DNA methylation patterns have been restricted to animal studies or tissue homogenates (2,3,14,15,38,42,67,68