2,3,7,8-Tetrachlorodibenzo-p-dioxin (TCDD)1 is an environmental contaminant that elicits a number of toxic and biochemical responses including chloracne, carcinogenesis, thymic atrophy and immune suppression, hypo/hyperplasia, hepatotoxicity, tumor promotion, reproductive and developmental toxicity, and induction of CYP isoenzymes and other drug-metabolizing enzymes (1). The aryl hydrocarbon receptor (AhR) has been identified as the initial cellular target for TCDD and related compounds, and results of most studies indicate that the effects of these chemicals are mediated through the AhR. The AhR is a ligand-induced nuclear transcription factor, which forms a heterodimer with the AhR nuclear translocator protein. Based on extensive studies with the CYP1A1 gene, ligand-induced transactivation is associated with interaction between the nuclear AhR complex and cis-genomic dioxin-responsive elements (DREs) located in the 5Ј-promoter region of responsive genes (2).Several studies have shown that TCDD modulates estrogen (E2)-induced pathways in human breast cancer cells. For example, treatment of MCF-7 cells with E2 increases cell proliferation (3); procathepsin D, cathepsin D (4), and pS2 (5) secretion; progesterone receptor (6) and HSP27 (7) and c-fos (8) gene expression; in cells cotreated with TCDD plus E2 all of the hormone-induced responses were decreased. The mechanism of AhR-mediated inhibition of E2-induced cathepsin D (9) and HSP27 (7) and pS2 (5) gene expression involves interactions of the nuclear AhR complex with inhibitory dioxin-responsive elements strategically located in the promoter regions of these genes.Vickers et al. (10) first pointed out that for a series of ERpositive and ER-negative breast cancer cell lines only the former cells were Ah-responsive as determined by induction of CYP1A1 gene expression by TCDD. In contrast, breast cancer cell lines such as ER-negative MDA-MB-231 (11) and Hs578T (12) cells express the AhR and AhR nuclear translocator proteins, but TCDD did not induce CYP1A1 or reporter gene activity in cells transiently transfected with Ah-responsive constructs. Research in this laboratory showed that transient transfection of the ER or variant ERs expressing activation function 1 or activation function 2 restored Ah responsiveness in MDA-MB-231 and Hs578T cells (11,12). Although the mechanisms of cross-talk between the ER and AhR are unknown the results suggest that the ER plays an important role in AhRmediated gene expression in both ER-positive and ER-negative human breast cancer cell lines. Surprisingly, Kharat and Saatcioglu (13) reported that E2 significantly inhibited TCDD-induced reporter gene activity in Hepa 1c1c7 cells transiently transfected with an Ah-responsive construct. Moreover, in gel mobility shift assays using nuclear extracts from cells treated with TCDD or TCDD plus E2 (cotreated), they reported that hormone treatment blocked formation of the TCDD-induced retarded band. These data were inconsistent with results of previous studies, and therefore the effects o...