Most fundamental aspects of transcription are conserved among eukaryotes. One striking difference between yeast Saccharomyces cerevisiae and metazoans, however, is the distance over which transcriptional activation occurs. In S. cerevisiae, upstream activation sequences (UASs) are generally located within a few hundred base pairs of a target gene, while in Drosophila and mammals, enhancers are often several kilobases away. To study the potential for long-distance activation in S. cerevisiae, we constructed and analyzed reporters in which the UAS-TATA distance varied. Our results show that UASs lose the ability to activate normal transcription as the UAS-TATA distance increases. Surprisingly, transcription does initiate, but proximally to the UAS, regardless of its location. To identify factors affecting long-distance activation, we screened for mutants allowing activation of a reporter when the UAS-TATA distance is 799 bp. These screens identified four loci, SIN4, SPT2, SPT10, and HTA1-HTB1, with sin4 mutations being the strongest. Our results strongly suggest that longdistance activation in S. cerevisiae is normally limited by Sin4 and other factors and that this constraint plays a role in ensuring UAS-core promoter specificity in the compact S. cerevisiae genome.Many aspects of transcription initiation are conserved between Saccharomyces cerevisiae and other eukaryotes. This includes a high degree of conservation for many fundamental classes of transcription factors, such as RNA polymerase II, general transcription factors, particular coactivators, chromatin remodeling complexes, and histone modification enzymes (6, 30). Other features are less well conserved, particularly the DNA regulatory sites that control transcription. While TATA elements are used at a significant number of promoters in both S. cerevisiae and metazoans, the TATA-start site distance is fixed in metazoans but not in S. cerevisiae, and the start site itself is more conserved in metazoans (68). In addition, downstream promoter elements, widely used in metazoans, are not found in S. cerevisiae (40).Another significant difference between yeast and metazoans concerns yeast upstream activation sequences (UASs) and their metazoan counterparts, enhancers. Both serve as binding sites for gene-specific activators, yet while UASs are usually positioned within a few hundred base pairs 5Ј of the TATA box or core promoter, enhancers are often located several kilobases away from or even 3Ј of the promoter (5, 30). While there is some evidence that yeast UASs cannot function when moved too far from their promoters (31, 71), this area has not been extensively studied. As the S. cerevisiae genome is compact, and the majority of yeast promoters range from approximately 150 to 400 bp (28, 59), it seems logical that there would be restrictions on activation distance in order to maintain specificity between a UAS and its target gene. However, there is no clear understanding of the effect of distance on activation in S.