Brahma (Brm) and Brahma-related gene-1 (Brg1) ATPases share similarities in structure and function, but their presence in human SWI/SNF chromatin remodeling complexes is mutually exclusive. Although Brm and Brg1 can compensate for each other, it is possible that Brm and Brg1 have their unique properties to differentially regulate gene expression in vivo. To explore this, we examined the requirement of Brm and Brg1 for p53-dependent transcription, especially p53-mediated induction of p21 and MDM2, using cell lines in which Brm or Brg1 could be inducibly knocked down. We found that Brg1, but not Brm, is required for p21 induction in MCF7 cells. However, in Brg1-deficient H1299 cells, Brm is also required for p21 induction. Likewise, Brm is necessary for induction of p21 in MCF7 cells in which Brg1 is stably knocked down. In contrast, Brg1 has little, if any, effect on p53-mediated induction of MDM2 in cells that have Brm and vice versa. In addition, we demonstrated that the impaired induction of p21 upon Brg1 knockdown is at least in part due to decreased p53 binding to the p21 promoter. Taken together, we provided evidence that Brg1 is preferentially recruited by p53 for inducing a subset of target genes through chromatin remodeling. Thus, we hypothesize that the potential tumor suppressor function for Brg1 is mediated in part through the p53 pathway.The highly condensed chromatin packaged with genomic DNA forms a repressive structure that tends to restrict the access of transcription factors and co-factors to DNA, and relief from this repression by chromatin remodeling is critical for gene transcription (1-3). Generally, chromatin remodeling is achieved through two mechanisms: covalent modifications such as acetylation of histone tails and disruption or alteration of the local histone-DNA association by ATP-dependent chromatin remodeling complexes (3, 4). Currently, four distinct classes of chromatin remodeling complexes, SWI/SNF, ISWI, Mi-2, and Ino80, have been identified (5-7).All chromatin remodeling complexes contain a core ATPase that has a homology to the yeast SWI2/SNF2 (8). Human SWI/ SNF chromatin remodeling complexes contain either Brahma (Brm) 3 or Brahma-related gene 1 (Brg1) as an ATPase subunit (7). Brm and Brg1 are evolutionarily conserved with a considerable degree of amino acid sequence identity, and their functions appear to be partially redundant. It has been well established that Brg1 and Brm are involved in transcriptional activation as well as transcriptional repression for a subset of genes (9). For example, both Brm and Brg1 are required for activation of genes such as CD44 (10) and EPO (11) and interact with prohibitin (12) and TopBP (13) for transcriptional repression. Moreover, Brg1 can functionally replace Brm and vice versa (14). Nevertheless, the presence of Brm and Brg1 in an SWI/SNF chromatin remodeling complex is mutually exclusive, and functional differences between Brm and Brg1 have been implicated from in vitro and in vivo studies. First, knockout mice studies revealed that B...