Our previous studies of Saccharomyces cerevisiae described a gene repression mechanism where the transcription of intergenic noncoding DNA (ncDNA) (SRG1) assembles nucleosomes across the promoter of the adjacent SER3 gene that interfere with the binding of transcription factors. To investigate the role of histones in this mechanism, we screened a comprehensive library of histone H3 and H4 mutants for those that derepress SER3. We identified mutations altering eight histone residues (H3 residues V46, R49, V117, Q120, and K122 and H4 residues R36, I46, and S47) that strongly increase SER3 expression without reducing the transcription of the intergenic SRG1 ncDNA. We detected reduced nucleosome occupancy across SRG1 in these mutants to degrees that correlate well with the level of SER3 derepression. The histone chromatin immunoprecipitation experiments on several other genes suggest that the loss of nucleosomes in these mutants is specific to highly transcribed regions. Interestingly, two of these histone mutants, H3 R49A and H3 V46A, reduce Set2-dependent methylation of lysine 36 of histone H3 and allow transcription initiation from cryptic intragenic promoters. Taken together, our data identify a new class of histone mutants that is defective for transcription-dependent nucleosome occupancy.Chromatin is a dynamic participant in regulating the function of both large genomic regions and individual genes (reviewed in references 6, 11, 58, and 59). Nucleosomes are the fundamental unit of chromatin, consisting of 147 bp of DNA wrapped around an octamer of histones, including two H2A/ H2B heterodimers and one H3/H4 heterotetramer (52, 61). Not surprisingly, nucleosomes have a major impact on the regulation of transcription in several ways. At promoters, nucleosomes interfere with the binding of sequence-specific transcription factors. Across transcribed sequences, nucleosomes act both negatively as a barrier to elongating RNA polymerases and positively by inhibiting transcription factor access to cryptic intragenic promoters to prevent aberrant transcription. Therefore, a major strategy for gene regulation that is shared among eukaryotes is the control of nucleosome architecture (reviewed in references 4, 11, 71, and 87).Eukaryotic cells have three major classes of proteins that contribute to transcription regulation by altering chromatin: chromatin remodelers, posttranslational histone modifiers, and histone chaperones. Chromatin remodelers, such as the yeast Swi/Snf complex, use the energy from ATP hydrolysis to reposition or remove nucleosomes primarily at promoter regions, thus allowing sequence-specific proteins to bind DNA (10,16,30). Posttranslational histone modifiers catalyze the covalent addition of methyl, acetyl, phosphoryl, and ubiquitin groups to the side chains of specific amino acids encoded by the histone genes (13, 84, 89). These modifications have been shown to impact gene regulation by facilitating the activity of chromatin remodelers and by providing a binding platform for additional regulatory pro...