FoxO1 binds to insulin response elements located in the promoters of insulin-like growth factor-binding protein 1 (IGFBP1) and glucose-6-phosphatase (G6Pase), activating their expression. Insulin-mediated phosphorylation of FoxO1 promotes cytoplasmic translocation, inhibiting FoxO1-mediated transactivation. We have previously demonstrated that FoxO1 opens and remodels chromatin assembled from the IGFBP1 promoter via a highly conserved winged helix motif. This finding, which established FoxO1 as a "pioneer" factor, suggested a model whereby FoxO1 chromatin remodeling at regulatory targets facilitates binding and recruitment of additional regulatory factors. However, the impact of A challenge in the field of transcriptional regulation is to discover how signaling pathways exert their influence on chromatin structure through DNA binding proteins. Targeted modification of transcription factors, which provides rapid alterations in their activities in response to external and internal stimuli, is an important mechanism in the regulation of their target genes. The perturbations in chromatin structure required to poise genes for activation and modulate their expression are mediated, at least in part, by initial "pioneer" chromatin binding factors capable of binding to and remodeling chromatin in response to environmental and/or developmental cues (1-12) (reviewed in Refs. 13 and 14). Previous studies have revealed that targeted post-translational modification of these pioneer factors can substantially alter their ability to interact with cellular chromatin (15-18) and in vitro assembled chromatin templates (19,20). However, the impact of these alterations in pioneer factor chromatin binding on epigenetic modification and regulatory factor recruitment necessary for the transcriptional response to extracellular signaling cascades is largely unstudied.To address this, we have investigated the impact of insulinmediated phosphorylation on chromatin binding and regulatory factor recruitment by the pioneer forkhead transcription factor FoxO1. FoxO1 (formerly FKHR) belongs to the FoxO 3 subfamily of forkhead transcription factors that also includes FoxO3, FoxO4, and FoxO6 (21,22). The FoxO factors regulate the expression of multiple genes encoding glucose metabolic enzymes, pro-apoptotic factors, and cell cycle regulators in multiple tissues . In particular, FoxO1 regulates the expression of the insulin-like growth factor-binding protein 1 (IGFBP1) and glucose-6-phosphatase (G6PC) genes in response to insulin signaling in liver (26 -29), and ablation or inactivation of FoxO1 in mice leads to insulin-mediated repression of gluconeogenesis (30,31).The function of FoxO factors is dynamically regulated by post-translational modification. In response to insulin, protein kinase B (PKB)/Akt-mediated phosphorylation of FoxO1 at three conserved sites, located in the N-terminal, DNA binding, and C-terminal domains of the protein, respectively, leads to the cytoplasmic retention of FoxO1 and the consequent inhibition of its transcriptio...