Numerous hepatic metabolic pathways, such as glycolysis and gluconeogenesis, cannot occur in the same cell. To overcome this, opposing pathways are compartmentalized within hepatocytes located within different regions of the liver, a phenomenon called metabolic zonation or zonal regulation. The expression of hepatic genes in different zonal regions is orchestrated by multiple transcription factors. Studies by Benhamouche et al. (Dev. Cell, 10:759) revealed that activation of the β‐catenin signaling pathway, through binding of β‐catenin to TCF4, is required for expression of genes that are active solely in hepatocytes surrounding the central vein (pericentral region). In hepatocytes around the portal triad (periportal region), APC inhibits β‐catenin and prevents expression of pericentral genes. A genome wide study of chromatin occupancy of β‐catenin, TCF4, and the liver transcription factor HNF4α revealed that TCF4 is an opportunistic transcription factor that shifts between interacting with HNF4α in periportal hepatocytes and β‐catenin in pericentral hepatocytes.Previous transgenic studies in our lab demonstrated that enhancer E3 of the activity of mouse alpha‐fetoprotein (AFP) was active in the adult liver, even though AFP expression is silenced at birth, Interestingly, E3 activity is highly restricted to a single layer of hepatocytes surrounding the central vein, thus providing a system to investigate the molecular basis of pericentral gene expression (Peyton et al, PNAS, 97:10890). Additional studies indicate that E3 activity in pericentral hepatocytes requires β‐catenin signaling, since E3 is no longer active in b‐catenin deficient hepatocytes. Additional in vitro studies indicate that a highly conserved TCF4/β‐catenin binding site at the 3′ end of E3 is required for responsiveness to b‐catenin (Clinkenbeard et al, Hepatology, 56:1892). We have also identified a site at the 5′ end of E3 that binds the related orphan nuclear receptors RORα, Rev‐Erbα, and Rev‐Erbβ. Additional data in cultured cells and mice suggest that RORα is a positive regulator of E3, whereas Rev‐Erbα/β repress E3 activity.Based on these data, we propose that differential binding of RORa and Rev‐Erbα/β contribute to zonal E3 activity in the adult liver. We proposed that RORa binding is required for E3 activity in pericentral hepatocytes. In contrast, the binding of Rev‐Erbα/β represses E3 activity in periportal regions. To test this, we are using ChIP to evaluate RORα and Rev‐Erbα/β binding to E3 in enriched pericentral and periportal hepatocytes. We will also knock down Rev‐Erbα/β levels in the adult liver and test whether this results in increased expression of E3 transgenes (and other pericentral genes) in periportal regions. In conclusion, we present data that indicates that RORα and Rev‐Erbα/β regulate the zonal expression of AFP through binding to E3.