Transcriptional activation of the mouse mammary tumor virus (MMTV) promoter by ligand-bound glucocorticoid receptor (GR) is transient. Previously, we demonstrated that prolonged hormone exposure results in displacement of the transcription factor nuclear factor 1 (NF1) and the basal transcription complex from the promoter, the dephosphorylation of histone H1, and the establishment of a repressive chromatin structure. We have explored the mechanistic link between histone H1 dephosphorylation and silencing of the MMTV promoter by describing the putative kinase responsible for H1 phosphorylation. Both in vitro kinase assays and in vivo protein expression studies suggest that in hormone-treated cells the ability of cdk2 to phosphorylate histone H1 is decreased and the cdk2 inhibitory p21 protein level is increased. To address the role of cdk2 and histone H1 dephosphorylation in the silencing of the MMTV promoter, we used potent cdk2 inhibitors, Roscovitine and CVT-313, to generate an MMTV promoter which is associated predominantly with the dephosphorylated form of histone H1. Both Roscovitine and CVT-313 block phosphorylation of histone H1 and, under these conditions, the GR is unable to remodel chromatin, recruit transcription factors to the promoter, or stimulate MMTV mRNA accumulation. These results suggest a model where cdk2-directed histone H1 phosphorylation is a necessary condition to permit GR-mediated chromatin remodeling and activation of the MMTV promoter in vivo.DNA in eukaryotic nuclei is highly packaged into chromatin by two molecules each of the core histone proteins H2A, H2B, H3, and H4 and one molecule of linker histone H1 (44). In addition, to the intrinsic stearic considerations of wrapping DNA around the histone octamer, the posttranslation modification of the core histones have come under increased scrutiny (22,44). Numerous studies support a strong link between transcriptional regulation and the remodeling of chromatin structure through the acetylation of core histones H3 and H4 (20, 40, 46). The acetylation of core histones in vivo is presumed to play a role in increasing the accessibility of transcription factors to the promoters of target genes (23). More recently, the Mi-2 ATPase complex, which contains chromatin remodeling activity, has been linked to both DNA methylation and histone deacetylation (39, 47).The role of histone H1 in the regulation of transcription is less clear, but there is evidence that histone H1 interacts differentially with transcriptionally active and inactive regions of chromatin (29). Indeed, studies in Xenopus and Tetrahymena thermophila have ruled out an exclusive role for histone H1 phosphorylation in chromatin condensation (31,36). However, other studies in mammals and T. thermophila have found a correlation between transcriptional activation and decreased amounts of histone H1 (9,12,14). Thus, it is plausible, given the role of histone H1 in the packaging of the nucleosome, that posttranslational modifications of this protein may also be involved in transcript...