The structure−activity relationships of two series of novel retinoids (2-pyrazinylcarboxamidobenzoates and β-ionylideneacetamidobenzoates) have been investigated by evaluating their ability to induce differentiation in both human promyelocytic leukemia (HL60) cells and mouse embryonal carcinoma (P19) cells. The most active compound (ED50 = 8.3 × 10-9 M) of the 2-pyrazinylcarboxamidobenzoates is 4-2-(5,6,7,8-tetrahydro-5,5,8,8-tetramethylquinoxalyl)carboxamidobenzoic acid (9u), while the most active analogue of the β-ionylideneacetamidobenzoates is 4-3-methyl-5-(2‘,6‘,6‘-trimethyl-1‘-cyclohexen-1‘-yl)-(2E,4E)-pentadienamidobenzoic acid (10a, ED50 = 3.2 × 10-8 M). Our studies identify an absolute requirement for the carboxylic acid moiety on the aromatic ring to be para relative to the amide linkage for activity. Benzoate substitutions in the ortho position relative to the terminal carboxylate (9d,k,r) are well-tolerated; however, a methoxy substituent meta relative to the terminal carboxylate gives rise to only weakly active analogues (9x). Conformational studies (NMR, X-ray crystallography) of the 2-pyrazinylcarboxamidobenzoates indicate that the preferred conformation exhibits a trans-amide bond and an internal hydrogen bond between the quinoxaline N1 and HN amide which locks the torsional angle between C2 and CO in the s - trans conformation. N-Methylation (9y) results in loss of activity. Studies indicate that there is now a cis-amide bond present which redirects the carboxylate toward the pharmacophoric gem-dimethyl groups. The distance between the gem-dimethyl group and the terminal carboxylate appears to be too short to activate the retinoid receptor. N-Methylation in the β-ionylideneacetamidobenzoate series (10c) also results in the formation of a cis-amide bond and loss of activity.