We describe an in vitro system, based on the Xenopus laevis oocyte supernatant of Glikin et al. (G. Glikin, I. Ruberti, and A. Worcel, Cell 37:33-41, 1984), that packages DNA into minichromosomes with regularly spaced nucleosomes containing histones H3, H4, H2A, and H2B but no histone Hi. The same supernatant also assembles the 5S RNA transcription complex; however, under the conditions that favor chromatin assembly, transcription is inhibited and a phased nucleosome forms over the 5S RNA gene. The minichromosomes that are fully loaded with nucleosomes remain refractory to transcriptional activation by 5S RNA transcription factors. Our data suggest that this repression is caused by a nucleosome covering the 5S RNA gene and that histone Hi is not required for regular nucleosome spacing or for gene repression in this system.The bulk of the DNA in a differentiated cell of higher eucaryotes, unlike the DNA of procaryotes, is packaged by histones and other proteins into compact nucleosome and supranucleosome structures that are not readily accessible for genetic readout (see reference 65 for a review). These nucleoprotein structures are assembled during chromatin replication via pathways that are still poorly understood. Once assembled, the structures are usually stable throughout the life span of the cell, and, at least in a few documented cases, they can apparently also propagate through cell division. One example of such an inheritable chromatin structure is the compacted and inactive X chromosome in female mammals, faithfully inherited by all the descendents of the blastomere in which the initial inactivation event occurred (39).A purely descriptive analysis of chromatin may never reveal the mechanism responsible for generating those remarkable structures, and, furthermore, lack of knowledge of the mechanism will continue to hamper efforts to understand eucaryotic gene expression and its regulation. It was previously shown that DNA can be assembled into chromatin by Xenopus laevis oocytes in vivo and in vitro (35,36,40,72 (19), nucleoplasmin (34), polyglutamic acid (59), and RNA (43), which presumably lessen electrostatic interactions and facilitate a gradual nucleoprotein assembly. The nucleosomal subunits of chromatin are reconstituted under these conditions, but the native periodic structure usually is not formed [but see references 57 and 58 for the two special cases of sea urchin 5S DNA and poly(dA-dT) poly(dA-dT) DNA tandemly repeated].The other approach has been to use cell extracts prepared from Xenopus eggs (36) or Xenopus oocytes (20), which contain a relatively large pool of histones, to assemble chromatin by appropriate incubations with exogenously added DNA. Chromatin with nucleosomes regularly spaced at about 190-base-pair (bp) intervals is formed under these conditions, but the extracts are not simple to use and the DNA is not always fully loaded with nucleosomes after such incubations. Moreover, the reaction works best at high surface-to-volume ratios and in small incubation volumes of 5 to 10 ,u...