In this study we used nuclear extracts from centrifugally elutriated cell populations to study histone HI transcriptional regulation during the cell cycle. Analysis of mutations within the HI promoter establish that both of the HI subtype-specific consensus elements participate in induction of transcription upon entry into S phase. The DNA binding activity of H1TF2, which specifically interacts with the HI proximal subtype-specific element, is increased in S-phase nuclear extracts, whereas no increase in DNA binding is observed for the HI distal subtype-specific DNA transcription factor HlTFl or the H2b subtype-specific factor OTFl. These data strongly support the idea that histone gene subtype-specific transcription factors are important for S-phasedependent expression of histone genes. Further studies of these factors will be important for increased understanding of the transition from G^ to S phase of the mammalian cell cycle.[Key Words: Cell cycle; histone genes; in vitro transcription; centrifugal elutriation; transcription factors] Received July 11, 1989; revised version accepted September 7, 1989.The transition from Gi to S phase in the eukaryotic cell cycle results in the activation of chromosomal DNA synthesis and the increased production of a variety of activities required for synthesis or packaging of nascent DNA. The synthesis of most histone proteins is dramat ically induced at this time (Robbins and Borum 1967), because of both increased rates of transcription of the individual histone genes and accelerated post-transcriptional histone mRNA accumulation (Heintz et al. 1983;Sittman et al. 1983). Recent studies of the mechanisms regulating histone gene transcription demonstrated that promoter proximal DNA sequences (Artishevsky et al. 1987;Dalton and Wells 1988a;La Bella et al. 1988) and their cognate transcription factors (Fletcher et al. 1987;Dalton and Wells 1988b) are crucial for increased tran scription during S phase. It is our belief that a detailed knowledge of these proteins and their changing activi ties during S phase can lead to fundamental advances in our understanding of the cell cycle.The most specific information concerning the regula tion of histone gene expression during S phase has been obtained by analysis of histone H2b gene expression. We have demonstrated that a very highly conserved sub type-specific consensus element, containing the core octanucleotide ATTTGCAT and positioned immediately upstream from the TATA element, mediates cell-cycle regulation of H2b transcription (La Bella et al. 1988). The transcription factor that specifically interacts with this regulatory element has been purified and characterized ^Corresponding author. (Fletcher et al. 1987), although the precise mechanism by which this factor contributes to the S-phase induc tion of H2b transcription is not yet known. The H2b cell-cycle regulatory element is not present in genes en coding other histone subtypes. However, comparison of the H4, H2b, and HI promoters reveals that each pro moter contains a highly co...