The epidermal growth factor (EGF) receptor (EGF-R) is a protein tyrosine kinase receptor that is the target for high-affinity ligands, such as EGF and transforming growth factor alpha. EGF-R shares extensive homology with the erbB oncogene product of the avian erythroblastosis virus (12, 17, 46, 64), and overproduction and/or amplification of EGF-R has been detected in several different types of human cancers (12, 39, 40, 46, 47, 63), including breast cancer (20, 21, 30, 53). Extensive studies have shown that breast tumors which overexpress EGF-R are most often estrogen receptor (ER) negative and have a poor prognosis (57, 59). Despite the clinical importance of the EGF-R in human breast cancer, the molecular mechanisms governing the control of EGF-R gene expression in these cells remains to be fully elucidated. MDA-MB-468 and BT-20 estrogen-unresponsive breast cancer cell lines have similar phenotypes and overexpress EGF-R to similar degrees (1 × 106 to 2 × 106 binding sites per cell) (29, 32). Treatment of MDA-MB-468 cells with EGF increases EGF-R mRNA and protein levels (3, 32), due in part to a moderate transcriptional upregulation (19). However, the vast proportion of the EGF-induced increase in EGF-R mRNA levels in MDA-MB-468 cells cannot be accounted for by transcriptional enhancement. This suggests that posttranscriptional events must play a significant role in the regulation of EGF-R mRNA levels in these cells. Little is known of the regulation of EGF-R expression in BT-20 cells. The regulation of mRNA decay is a central mechanism in the control of gene expression (51). Specific cis-acting structural RNA motifs can confer instability to mRNAs under appropriate conditions. A major class of these regulatory cis elements comprises adenosine-uridine pentamers (AUUUA) which are termed AU-rich elements (AREs). Shaw and Kamen initially observed that an ARE in the 3′ untranslated region (3′-UTR) of granulocyte-macrophage colony-stimulating factor (GM-CSF) mRNA could stimulate the degradation of the normally stable β-globin mRNA, reducing the half-life from many hours to less than 30 min (56). Similarly, the 3′-UTR of c-fos, which contains a 69-nucleotide (nt) ARE, reduced the stability of β-globin mRNA (8, 9). AREs that function as RNA-destabilizing elements and target the mRNA for rapid degradation in the cytoplasm have been found in numerous mRNAs, including c-myc, junB, nur77, beta interferon, various interleukin (IL-1α, IL-2, and IL-3), and tumor necrosis factor (TNF) mRNAs (8, 9, 10, 13, 24, 31, 51, 56). In vivo, mice lacking AREs in their TNF gene have defective destabilization and translational regulation of TNF mRNA and also develop specific phenotypes, suggesting a potential etiopathological role for the ARE (31). Typically the ARE contains an AUUUA pentamer, repeated once or several times within the 3′-UTR. It is often found within a U-rich region of the mRNA. Recent work has suggested an ARE containing the nonamer UUAUUUA (U/A) (U/A) is more indicative of rapid destabilization (34, 68). Variations of the nonamer, such as extended pentamers (AUUUUA and AUUUUUA), are present in many complex AREs and have been identified as putative binding targets by a random RNA selection procedure (37). However, little is known of the role of isolated extended AU pentamers in the regulation of specific mRNAs in vivo. This is particularly relevant, as it is the combination of functionally and structurally distinct sequence motifs, such as AU pentamers, nonamers, extended AU pentamers, and U-rich stretches, that determines the ultimate destabilizing ability of each particular ARE. A family of proteins that bind to AU-rich, and sometimes U-rich, RNAs with high affinity has been characterized by RNA electrophoretic mobility shift assay (REMSA). In many cases, binding of these AU-rich region-binding proteins (AUBPs; 30 to 45 kDa) regulates the turnover of ARE-containing mRNAs (15, 27). One of the best-characterized AUBPs is HuR, a 36-kDa member of the elav family of RRM (RNA recognition motif)-containing RNA-binding proteins (27, 37). HuR binds with high affinity to ARE sequences (27, 37) and plays an active role in the stabilization of specific mRNAs containing AREs, such as GLUT1, c-fos, GM-CSF, plasminogen activator inhibitor type 2, and p21WAF1 mRNAs (18, 22, 26, 27, 38, 44). AUF1 is another well-characterized RNA-binding protein that binds to AREs, in particular that of c-myc (6, 16, 61, 67). AUF1 has been implicated in the regulation of many cytokine and G protein-coupled receptor mRNAs (61) and plays a major role in development (33). Interestingly, the binding of some AUBPs to AREs is regulated by activators of protein kinase C, such as phorbol esters (phorbol 12-myristate 13-acetate [PMA]) (4). The EGF-R mRNA contains four separate AU-rich sequences in the 3′-UTR. Interestingly, A431 epidermoid cancer cells express both the full-length EGF-R mRNA and a truncated EGF-R mRNA which lacks the 3′-UTR. The truncated EGF-R mRNA transcript is more stable than the full-length transcript (28), suggesting that one or more of the AU-rich sequences in the EGF-R mRNA 3′-UTR may contribute to basal and possibly regulated changes in EGF-R mRNA stability. We used breast cancer cells (MDA-MB-468 and BT-20) to determine the contribution of mRNA stability to the regulation of EGF-R expression. In both cell lines, EGF stabilized EGF-R mRNA >2-fold. Transfection experiments identified a novel 260-nucleotide (nt) AU-rich (66%) cis element in the 3′-UTR of EGF-R mRNA that contained two ∼75-nt AU-rich destabilizing sequences (EGF-R1A and EGF-R2A). trans-acting protein factors (55 to 80 kDa) that targeted the cis element and whose binding affinity was regulated by EGF and phorbol esters were identified. Mutational analysis demonstrated an important role for the extended AU pentamer at the 3′ end of the cis element in regulating EGF-R mRNA stability. These findings demonstrate a central role for mRNA turnover in the regulation of EGF-R expression in breast cancer cells and illustrate that complex cis element RNA-protein interactions contribute to basal and regulated EGF-R mRNA decay.