yFACT (heterodimers of Saccharomyces cerevisiae Spt16-Pob3 combined with Nhp6) binds to and alters the properties of nucleosomes. The essential function of yFACT is not disrupted by deletion of the N-terminal domain (NTD) of Spt16 or by mutation of the middle domain of Pob3, but either alteration makes yeast cells sensitive to DNA replication stress. We have determined the structure of the Spt16 NTD and find evidence for a conserved potential peptide-binding site. Pob3-M also contains a putative binding site, and we show that these two sites perform an overlapping essential function. We find that yFACT can bind the N-terminal tails of some histones and that this interaction is important for yFACT-nucleosome binding. However, neither the Spt16 NTD nor a key residue in the putative Pob3-M-binding site was required for interactions with histone N termini or for yFACT-mediated nucleosome reorganization in vitro. Instead, both potential binding sites interact functionally with the C-terminal docking domain of the histone H2A. yFACT therefore appears to make multiple contacts with different sites within nucleosomes, and these interactions are partially redundant with one another. The docking domain of H2A is identified as an important participant in maintaining stability during yFACT-mediated nucleosome reorganization, suggesting new models for the mechanism of this activity.yFACT (yeast facilitator of chromatin transcription or transactions) is a heterodimer of the Saccharomyces cerevisiae Spt16 and Pob3 proteins that is assisted in vivo and in vitro by the high mobility group type B domain DNA-binding protein Nhp6 (1, 2). In vitro, yFACT binds to histones (3, 4) and can alter the accessibility of DNA within nucleosomes without hydrolyzing ATP and without repositioning the histone octamer core relative to the DNA (5-7). This activity is different from ATP-dependent chromatin remodeling and has been called nucleosome reorganization (6). yFACT and related FACT complexes from other eukaryotes are needed for both normal regulation of transcription (5, 8 -11) and for DNA replication (12-20). Reorganization activity therefore appears to be important in a range of chromatin-based processes, including initiation and elongation of transcription, establishment and maintenance of normal chromatin, and survival during DNA replication stress. Consistent with this broad functional importance, FACT family members have been found in all eukaryotes examined, and at least one of the subunits is essential for viability in all cases reported (9,21,19,22).FACT complexes contain several distinct structural domains (16, 23), but little is known about how these domains contribute to FACT function. The middle domain of Pob3 (Pob3-M) forms two pleckstrin homology (PH) 4 folds that are closely juxtaposed (23), with highly conserved surface residues forming a patch in a region often associated with binding sites in PH domain proteins (23). Altering this patch caused increased sensitivity to hydroxyurea (HU) (23), a toxin that blocks dNTP synt...