During infection by herpes simplex virus type 1 (HSV-1), the virion protein VP16 activates the transcription of viral immediate-early (IE) genes. Genetic and biochemical assays have shown that the potent transcriptional activation domain of VP16 can associate with general transcription factors and with chromatin-modifying coactivator proteins of several types. The latter interactions are particularly intriguing because previous reports indicate that HSV-1 DNA does not become nucleosomal during lytic infection. In the present work, chemical cross-linking and immunoprecipitation assays were used to probe the presence of activators, general transcription factors, and chromatin-modifying coactivators at IE gene promoters during infection of HeLa cells by wild-type HSV-1 and by RP5, a viral strain lacking the VP16 transcriptional activation domain. The presence of VP16 and Oct-1 at IE promoters did not depend on the activation domain. In contrast, association of RNA polymerase II, TATA-binding protein, histone acetyltransferases (p300 and CBP), and ATP-dependent remodeling proteins (BRG1 and hBRM) with IE gene promoters was observed in wild-type infections but was absent or reduced in cells infected by RP5. In contrast to the previous evidence for nonnucleosomal HSV-1 DNA, histone H3 was found associated with viral DNA at early times of infection. Interestingly, histone H3 was underrepresented on IE promoters in a manner dependent on the VP16 activation domain. Thus, the VP16 activation domain is responsible for recruiting general transcription factors and coactivators to IE promoters and also for dramatically reducing the association of histones with those promoters.The activation domain of VP16 (VP16 AD) from herpes simplex virus type I (HSV-1) has been widely used as a model for the study of transcriptional activation in eukaryotes. During infection, VP16 triggers the cascade of viral gene expression by activating transcription of the viral immediate-early (IE) genes (65). VP16 forms a DNA-binding complex with the cellular proteins Oct-1 and HCF-1 at specific cis elements present in the IE gene promoters (27,40,48,68). The potent VP16 AD (10, 55), often artificially fused to a heterologous DNA-binding domain (47), can activate transcription in a wide range of organisms, including yeasts, insects, plants, and mammals (3,47,58,66), indicating that mechanisms of transcriptional activation are broadly conserved through evolution.Interactions of the VP16 AD with general transcription factors (GTFs) including transcription factor IIB (TFIIB), TFIIH, TATA-binding protein (TBP), and TBP-associated factors (TAFs) suggest that the VP16 AD might activate transcription by stimulating the assembly of an RNA polymerase II (RNA Pol II) preinitiation complex (13,17,24,31,56,67). Consistent with this model, in vitro experiments have demonstrated the ability of the VP16 AD to promote the formation of the ternary complex formed by TFIIA, TFIID, and TATA box DNA (25). The VP16 AD might also recruit the RNA Pol II holoenzyme through i...