Selective estrogen receptor modulators (SERMs) show differential effects upon ER␣ activation function 1 (AF-1). Tamoxifen allows strong ER␣ AF-1 activity, whereas raloxifene allows less and ICI 182,780 (ICI) allows none. Here, we show that blockade of corepressor histone deacetylase (HDAC) activity reverses the differential inhibitory effect of SERMs upon AF-1 activity in MCF-7 cells. This suggests that differential SERM repression of AF-1 involves HDAC-dependent corepressors. Consistent with this, ICI and raloxifene are more potent than tamoxifen in promoting ER␣-dependent sequestration of progesterone receptor-associated corepressors. Moreover, ICI and raloxifene are more efficient than tamoxifen in promoting ER␣ binding to the corepressor N-CoR in vivo and in vitro. An ER␣ mutation (537X) that increases N-CoR binding in the presence of all SERMs blocks AF-1 activity. An ER␣ mutation (L379R) that decreases N-CoR binding increases AF-1 activity in the presence of ICI and raloxifene and reverses the effect of the 537X mutation. The 537X and L379R mutations also alter the ligand preference of ER␣ action at AP-1 sites and C3 complement, an action that also involves AF-1. Together, our results suggest that differential SERM effects on corepressor binding can explain differences in SERM effects on ER␣ activity. We propose a model for differential effects of SERMs on N-CoR binding.Estrogen signaling is mediated by two estrogen receptors (ER␣ and ER), 1 which are conditional transcription factors (1-3). In the best understood pathway of ER action, the ERs bind specific estrogen response elements (EREs) in the promoter of estrogen-regulated genes and activate transcription by recruiting a large coactivator complex composed of p160 coactivators such as GRIP1 and SRC-1 and the histone acetyltransferases p300/CREB-binding protein and pCAF (4). Like other nuclear receptors, the ERs are comprised of an N-terminal domain (NTD), a central DNA-binding domain (DBD), and a C-terminal ligand-binding domain (LBD). The DBD mediates ERE recognition, and the NTD and LBD contain distinct activation functions (AF-1 and AF-2, respectively) that mediate coactivator recruitment. The ERs also modulate expression of genes with alternate estrogen response elements, such as AP-1 sites and SP-1 sites (5-7). ER␣ acts at AP-1 sites via protein-protein interactions and recruits p160s in a process that requires ER␣ AF-1 and AF-2 and their cognate binding sites within the p160s (6, 8 -10). Thus, estrogen action at classical EREs and alternate response elements involve similar coactivators.Selective estrogen receptor modulators (SERMs) are used in treatment and prevention of estrogen-dependent breast cancer (11). The SERMs inhibit ER action by blocking AF-2 activity, and the mechanism of this effect is now understood at the atomic level (2). AF-2 is composed of surface-exposed residues from LBD helices (H) 3, 5, and 12, which form a hydrophobic cleft that binds short nuclear receptor (NR) boxes (consensus Leu-X-X-Leu-Leu or LXXLL) found in each p16...