Polymerase II (Pol II) transcriptional termination depends on two independent genetic elements: poly(A) signals and downstream terminator sequences. The latter may either promote cotranscriptional RNA cleavage or pause elongating Pol II. We demonstrate that the previously characterized MAZ 4 pause element promotes Pol II termination downstream of a poly(A) signal, dependent on both the proximity of the pause site and poly(A) signal and the strength of the poly(A) signal. The 533 exonuclease Xrn2 facilitates this pausedependent termination by degrading the 3 product of poly(A) site cleavage. The human -actin gene also possesses poly(A) site proximal pause sequences, which like MAZ 4 are G rich and promote transcriptional termination. Xrn2 depletion causes an increase in both steady-state RNA and Pol II levels downstream of the -actin poly(A) site. Taken together, we provide new insights into the mechanism of pause site-mediated termination and establish a general role for the 533 exonuclease Xrn2 in Pol II termination.Transcriptional termination can be defined as cessation of RNA synthesis followed by polymerase-DNA dissociation. Correct termination serves to maintain an active cellular pool of RNA polymerase II (Pol II) and to insulate downstream promoters from elongating Pol II (11). Despite the fundamental importance of this process, its mechanism remains enigmatic. Transcripts of all protein-encoding genes, with the exception of histone genes, contain a poly(A) signal at their 3Ј end composed of an AAUAAA sequence positioned 10 to 50 nucleotides upstream of a GU-rich downstream sequence element (see references 20 and 38 for reviews). The 5Ј product of endonucleolytic cleavage between these two sequences is polyadenylated and therefore stabilized. The 3Ј product of the cleavage is unstable and rapidly degraded.A substantial body of evidence argues that cleavage and polyadenylation of Pol II transcripts occur cotranscriptionally, effectively releasing mRNA from the transcription site. Thus, defects in mRNA 3Ј-end processing cause the accumulation of pre-mRNA at nuclear transcription foci both in yeast (13) and in mammals (6). Furthermore, numerous studies have shown that the C-terminal domain of the Pol II large subunit promotes efficient cleavage and polyadenylation (see references 14, 18, and 21 for reviews). It is also well documented that for mRNAs with multiple poly(A) signals, selection of a downstream poly(A) site results in mRNA with internal unprocessed poly(A) signals (7, 10). If 3Ј processing occurred posttranscriptionally, then usage of upstream poly(A) signals would always predominate. Finally, the poly(A) site is necessary for efficient transcriptional termination. However, the site of Pol II release is often distinct from the gene's poly(A) site. Thus, Pol II terminates transcription at sites positioned between 100 bp and several kb downstream of the poly(A) site (2,8,10,12,29). These observations suggest a requirement for additional, distal sequences in the termination process.A sequence (G 5 ...