The roX1 and roX2 genes of Drosophila produce malespeci®c non-coding RNAs that co-localize with the Male-Speci®c Lethal (MSL) protein complex. This complex mediates up-regulation of the male X chromosome by increasing histone H4 acetylation, thus contributing to the equalization of X-linked gene expression between the sexes. Both roX genes overlap two of~35 chromatin entry sites, DNA sequences proposed to act in cis to direct the MSL complex to the X chromosome. Although dosage compensation is essential in males, an intact roX1 gene is not required by either sex. We have generated¯ies lacking roX2 and ®nd that this gene is also non-essential. However, simultaneous removal of both roX RNAs causes a striking male-speci®c reduction in viability accompanied by relocation of the MSL proteins and acetylated histone H4 from the X chromosome to autosomal sites and heterochromatin. Males can be rescued by roX cDNAs from autosomal transgenes, demonstrating the genetic separation of the chromatin entry and RNA-encoding functions. Therefore, the roX1 and roX2 genes produce redundant, male-speci®c lethal transcripts required for targeting the MSL complex.