In the central nervous system, corticotropin-releasing hormone (CRH) regulates several affective states. Dysregulation of neuronal crh expression in the paraventricular nucleus of the hypothalamus (PVH) correlates with some forms of depression, and amygdalar crh expression may modulate levels of anxiety. Because estrogens modulate these states, we sought to determine E2effects on crh expression. CRH mRNA levels were measured in the AR-5 amygdaloid cell line by RT-PCR analysis. They increased by one minute of E2 treatment, suggesting that crh behaves as an immediate-early gene (IEG). After peaking at 3 minutes, CRH mRNA returned to basal levels, then increased by 60 minutes. To dissect some of the molecular mechanisms underlying these events, we measured occupancy of the crh promoter by ERs and co-activators, using chromatin immunoprecipitation. Because this promoter does not contain palindromic estrogen response elements (EREs), we targeted the region of a cAMP regulatory element (CRE), implicated in crh regulation. The temporal pattern of the mRNA response was mimicked by recruitment of ER, , phospho-CREB, co-activators SRC-1 and CBP, and an increase in histone 3 and 4 acetylation. Lastly, ER and loading were temporally dissociated, peaking at 1 and 3 minutes, respectively. The ER peaks were associated with coactivators and acetylation patterns. ER associated with pCREB, CBP, SRC-1, and increased acetylated histone 3 (Ac-H3). ER associated with CBP, and increased Ac-H4. The tight temporal correlation between E2-induced CRH mRNA levels and promoter occupancy by ERs strongly suggest that E2 regulates crh expression through an ER- and/or ER- CRE alternate pathway.