ABSTRACT Genetic sex determination and sex chromosomes have evolved in both animals and plants. In mammals, males are XY and females are XX. Degeneration of the Y chromosome and the difference in the number of X- chromosome would lead to dose imbalance of X-linked gene products between male and female cells. To resolve this problem, various dosage compensation mechanisms have evolved in heterogametic species. In mammals, one of the two X chromosomes is transcriptionally silenced in females during X-inactivation. While X-inactivation has been extensively studied as a paradigm for epigenetic regulation of sex chromosomes, it is largely controlled by long noncoding RNAs (lncRNAs) that remain elusive for their role in the evolution of dosage compensation mechanisms. In general, human lncRNAs impact early development and affect human disease. However, whether lncRNAs represent “byproducts” of transcription or essential biomolecules in gene regulation, e.g. X- inactivation, has been under continuous debate. Experimental models for functional lncRNA and evolution of RNA-mediated mechanisms are scarce. Our research focuses on a cluster of lncRNA genes functional for X-inactivation. This cluster of lncRNA genes have evolved concomitantly on the X chromosome, from ancestral protein-coding genes through pseudogenization and gain of RNA functions, coincidental with the evolution of X-inactivation along the divergence of eutherian and marsupial mammals. Our recent data have demonstrated that, within this gene cluster in the mouse genome, the lncRNA Jpx activates lncRNA Xist and functions as a molecular switch for mouse X-inactivation. We have also reported, by comparing mouse and human homologs, functional conservation of Jpx in X-inactivation despite overall sequence and RNA structural divergence. But questions regarding 1) what sequence variations are determinant of lncRNA function for X-inactivation, 2) are there regulatory features of lncRNA essential for X-inactivation, 3) what drives the function of Xic locus in X- chromosome silencing, are unresolved. These are questions directly related to the evolution of dosage compensation in mammals. In this project, we will (1) determine the regional sequence motifs of Jpx lncRNA that are essential for its function in X-inactivation, (2) determine whether both trans and cis activities of Jpx lncRNA are necessary for its function in X-inactivation, and (3) understand the function of Xic in chromosome silencing and the requirement of its cis and trans activities by integrating the Xic sequence into an autosome. The proposed research is anticipated to uncover insights into the molecular features of lncRNA for function in X-inactivation, which will contribute to our understanding about not only lncRNA evolution, but also dosage compensation evolution in mammals.