Tetrachlorodibenzo-p-dioxin (TCDD)-mediated gene transactivation via the Ah receptor (AhR) has been shown to be dependent upon estrogen receptor (ER) expression in human breast cancer cells. We have investigated the 90-kDa heat shock protein (HSP90) as a mediator of cross-talk between the AhR and the ER signal transduction pathways. The effect of HSP90 overexpression on receptor activity was determined by transient transfection assays using a HSP90 expression vector. Ligand-inducible gene expression was inhibited when the HSP90 expression vector was cotransfected with a TCDD-responsive reporter plasmid. However, overexpression of HSP90 did not block induction of an estrogen-responsive reporter plasmid. To determine whether ER facilitates AhR signaling through its ability to squelch HSP90, two vectors expressing protein products that bind HSP90 were transfected into MDA-MB-231 cells. Introduction of (i) He11, an ER deletion mutant that does not bind DNA, and (ii) the ligand-binding domain of human AhR, both led to increased basal and TCDD-inducible CYP1A1 expression. Finally, the subcellular distribution of HSP90 was investigated in human breast cancer cell lines. These studies showed HSP90 to be primarily cytoplasmic in ER-positive cell lines, whereas in matched ER-negative cell lines HSP90 was distributed equally between the cytoplasm and nucleus. Taken together, these results demonstrate that HSP90 can regulate AhR activity in vivo, and that Ah-responsiveness is dependent upon cellular ER content through a mechanism that involves HSP90.