Gene expression frequently requires chromatin-remodeling complexes, and it is assumed that these complexes have common gene targets across cell types. Contrary to this belief, we show by genome-wide expression profiling that Bptf, an essential and unique subunit of the nucleosome-remodeling factor (NURF), predominantly regulates the expression of a unique set of genes between diverse cell types. Coincident with its functions in gene expression, we observed that Bptf is also important for regulating nucleosome occupancy at nucleosome-free regions (NFRs), many of which are located at sites occupied by the multivalent factors Ctcf and cohesin. NURF function at Ctcf binding sites could be direct, because Bptf occupies Ctcf binding sites in vivo and has physical interactions with CTCF and the cohesin subunit SA2. Assays of several Ctcf binding sites using reporter assays showed that their regulatory activity requires Bptf in two different cell types. Focused studies at H2-K1 showed that Bptf regulates the ability of Klf4 to bind near an upstream Ctcf site, possibly influencing gene expression. In combination, these studies demonstrate that gene expression as regulated by NURF occurs partly through physical and functional interactions with the ubiquitous and multivalent factors Ctcf and cohesin. C ell differentiation requires the establishment and maintenance of specific gene expression profiles. Central to this process are transcription factors and their associated coregulatory complexes. The functions of these complexes are diverse and include ATP-dependent chromatin remodeling. ATP-dependent chromatin-remodeling complexes are frequently multiprotein enzymes which alter the position, composition, or presence of nucleosomes as a means to regulate chromatin structure. Changes in chromatin structure regulate the ability of trans-acting factors to access the underlying DNA, which in turn affects DNA-dependent processes like gene expression (1). Because of their importance for DNA-dependent processes, many subunits of chromatin-remodeling complexes are essential for mammalian development (2).One chromatin-remodeling complex essential for mammalian development is the nucleosome-remodeling factor (NURF). In mammals, NURF is a three-subunit complex containing bromodomain PHD finger-containing transcription factor (BPTF), the ATPase SNF2L, and the Trp-Asp (WD) repeat protein pRBAP46/48 (3, 4). NURF slides nucleosomes in cis without eviction or the exchange of histones from the nucleosome. NURF is proposed to remodel chromatin through physical interactions with both cell-type-restricted (PR and Smad) and ubiquitous (AP-1, Srf, and USF1) transcription factors and ubiquitously utilized histone modifications (H3K4me2/3) (5). These observations are not exclusive to NURF; several studies have documented both cell-type-specific and ubiquitous functions for many chromatinremodeling complexes through interactions with ubiquitous factors like the centrosome, RNA polymerases, nuclear lamins, and a variety of cell-type-specific transcri...