Abstract. The Silent Information Regulatory proteins,Sir3 and Sir4, and the telomeric repeat-binding protein RAP1 are required for the chromatin-mediated gene repression observed at yeast telomeric regions. All three proteins are localized by immunofluorescence staining to foci near the nuclear periphery suggesting a relationship between subnuclear localization and silencing. We present several lines of immunological and biochemical evidence that Sir3, Sir4, and RAP1 interact in intact yeast cells. First, immunolocalization of Sir3 to foci at the yeast nuclear periphery is lost in rapl mutants carrying deletions for either the terminal 28 or 165 amino acids of RAP1. Second, the perinuclear localization of both Sir3 and RAP1 is disrupted by overproduction of the COOH terminus of Sir4. Third, overproduction of the Sir4 COOH terminus alters the solubility properties of both Sir3 and full-length Sir4. Finally, we demonstrate that RAP1 and Sir4 coprecipitate in immune complexes using either anti-RAP1 or anti-Sir4 antibodies. We propose that the integrity of a tertiary complex between Sir4, Sir3, and RAP1 is involved in both the maintenance of telomeric repression and the clustering of telomeres in foci near the nuclear periphery.T HE regulation of gene expression by alterations in chromatin structure is a universal phenomenon in eukaryotic cells, and is responsible for the proper activation and inactivation of genes in the developmental program of multicellular organisms (Paro, 1993;Tartof and Bremer, 1990), for position effect variegation in flies (Eissenberg, 1989;Henikoff, 1990), and the variable expression of foreign genes integrated into chromosomes (e.g., Butner and Lo, 1986). In the yeast Saccharomyces cerevisiae, gene repression at the silent mating type loci (HML and HMR, collectively termed the HM loci) appears to involve a reduction in the accessibility of the entire domain to the transcription machinery, the yeast endonuclease HO, and to other modifying enzymes (for review see Laurenson and Rine, 1992). Similarly, the transcription of Pol II genes positioned adjacent to the poly(TGt.3) tracts at yeast telomeres was found to be metastable, switching between repressed and derepressed states in a process called telomeric position effect or silencing (Gottschling et al., 1990). Interestingly, like position effect variegation in Drosophila, where the condensed higher order structure of heterochromatin "spreads" into adjacent euchromatin, the transcriptionally inactive telomeric domain spreads inward from the telomere and is limited by the dosage of components involved in forming a "closed" chromatin state (Renauld et al., 1993; for review see Sandell and Zakian, 1992).The yeast system has provided the genetic means to identify trans-acting factors and cis-acting sequences required for both the metastable repression of gene expression in subtelomeric regions and the repression of mating type genes at HML and HMR. Both repression events are sensitive to mutations in many of the same genes, including SIR2, SIR3...