During early development, animal embryos depend on maternally deposited RNA until zygotic genes become transcriptionally active. Before this maternal-to-zygotic transition, many species execute rapid and synchronous cell divisions without growth phases or cell cycle checkpoints. The coordinated onset of transcription, cell cycle lengthening, and cell cycle checkpoints comprise the midblastula transition (MBT). A long-standing model in the frog, Xenopus laevis, posits that MBT timing is controlled by a maternally loaded inhibitory factor that is titrated against the exponentially increasing amount of DNA. To identify MBT regulators, we developed an assay using Xenopus egg extract that recapitulates the activation of transcription only above the DNA-to-cytoplasm ratio found in embryos at the MBT. We used this system to biochemically purify factors responsible for inhibiting transcription below the threshold DNA-to-cytoplasm ratio. This unbiased approach identified histones H3 and H4 as concentration-dependent inhibitory factors. Addition or depletion of H3/H4 from the extract quantitatively shifted the amount of DNA required for transcriptional activation in vitro. Moreover, reduction of H3 protein in embryos induced premature transcriptional activation and cell cycle lengthening, and the addition of H3/H4 shortened post-MBT cell cycles. Our observations support a model for MBT regulation by DNA-based titration and suggest that depletion of free histones regulates the MBT. More broadly, our work shows how a constant concentration DNA binding molecule can effectively measure the amount of cytoplasm per genome to coordinate division, growth, and development.early vertebrate development | systems biology | cell size control | maternal zygotic transition | transcription activation T he midblastula transition (MBT) is the first major developmental transition in many fast-developing organisms. Before the MBT, proteins encoded by maternally supplied RNAs drive the early, synchronous cell divisions of the embryo. At the MBT, the cell cycles lengthen to incorporate growth phases, and the zygotic genome becomes transcriptionally active (1, 2). In addition, the MBT is often associated with the emergence of cell cycle checkpoints, cell motility, and in Drosophila, cellularization of the syncytium.The onset of the MBT during early development has been attributed to two general classes of mechanisms. The first class posits that embryos monitor the amount of time since fertilization or count the number of divisions. The second class posits that embryos monitor changes in the DNA-to-cytoplasm ratio in individual cells. Before the MBT, synchronously dividing cells of the embryo do not grow, and thus, the DNA-to-cytoplasm ratio doubles as the cell volume is halved with each division. In D. melanogaster, some genes respond to the timer mechanism, and other genes, including those that control cell cycle lengthening and syncytium cellularization, respond to the DNA-to-cytoplasm ratio (3-7). In Xenopus, the degradation of the cell cycl...