p400/mDomino is an ATP-dependent chromatin-remodeling protein that catalyzes the deposition of histone variant H2A.Z into nucleosomes to regulate gene expression. We previously showed that p400/mDomino is essential for embryonic development and primitive hematopoiesis. Here we generated a conditional knock-out mouse for the p400/mDomino gene and investigated the role of p400/mDomino in adult bone marrow hematopoiesis and in the cell-cycle progression of embryonic fibroblasts. The Mx1-Cre-mediated deletion of p400/mDomino resulted in an acute loss of nucleated cells in the bone marrow, including committed myeloid and erythroid cells as well as hematopoietic progenitor and stem cells. A hematopoietic colony assay revealed a drastic reduction in colony-forming activity after the deletion of p400/mDomino. Moreover, the loss of p400/mDomino in mouse embryonic fibroblasts (MEFs) resulted in strong growth inhibition. Cell-cycle analysis revealed that the mDomino-deficient MEFs exhibited a pleiotropic cellcycle defect at the S and G 2 /M phases, and polyploid and multinucleated cells with micronuclei emerged. DNA microarray analysis revealed that the p400/mDomino deletion from MEFs caused the impaired expression of many cell-cycle-regulatory genes, including G 2 /M-specific genes targeted by the transcription factors FoxM1 and c-Myc. These results indicate that p400/ mDomino plays a key role in cellular proliferation by controlling the expression of cell-cycle-regulatory genes.The alteration of chromatin structure and function is a critical process in the transcriptional activation or repression of various cell-type-specific or developmentally regulated genes and is mainly executed by covalent histone modification and ATP-hydrolysis-dependent chromatin remodeling. All of the ATP-dependent chromatin remodelers are multisubunit protein complexes containing a SWI2/SNF2 family ATPase subunit, which plays a central role in chromatin-remodeling activities (1, 2). p400/mammalian Domino (p400/mDomino, 3 Gene symbol: Ep400), which was identified as an interaction partner for adenovirus E1A (3) and a myeloid-specific transcription factor, MZF-2A (4), is an SWR1-class chromatin-remodeling ATPase that is homologous to the yeast Swr1p and Drosophila Domino proteins (5, 6). The p400/ mDomino-containing protein complex consists of more than 10 subunits, including the Tip60 histone acetyltransferase and a PI3K family protein kinase TRRAP (3,7,8). The SWR1-class remodelers are responsible for the regulated exchange of selective histone H2A variants, such as H2A.Z, with the canonical H2A in nucleosomes (5, 9 -11). This histone-exchanging activity plays a key role in the epigenetic regulation of gene expression as well as in DNA repair (12-16). p400/mDomino is known to interact physically and/or functionally with growth-regulating transcription factors, such as Myc, p53, E2F, and adenovirus E1A (3,(17)(18)(19)(20). In primary human fibroblasts and osteosarcoma-derived U2OS cells, the knockdown of p400/mDomino results in cell-cycle arrest ...