The formation of heterodimers with thyroid hormone receptor (TR) and other nuclear hormone receptors on thyroid hormone response elements (TREs) is important for T3-regulated gene transcription. The potential roles of retinoid X receptor-alpha (RXR alpha) and apolipoprotein regulatory protein-1 (ARP-1) in T3-mediated transcription were studied on a well characterized TRE, a direct repeat of AGGTCA separated by four nucleotides (DR4), using electrophoretic mobility shift assays and transient transfection in CV-1 cells. It was shown that RXR alpha blocked liganded TR alpha-induced transcription. However, ARP-1 did not block T3/TR alpha-mediated transcription, although both TR alpha/RXR alpha and TR alpha/ARP-1 heterodimers had similar affinities for the TRE-DR4. In contrast, wild type ARP-1 reversed the blocking effect of RXR alpha on the liganded TR alpha-induced transcription, whereas a dimerization domain-deleted ARP-1 mutant (ARP-1 delta C) did not, suggesting that ARP-1 modulates T3-induced transcription through a dimerization process. Thus, the TRE-DR4 differentially responds to T3 at the transcriptional level by accommodating a battery of TR heterodimeric complexes.