The Swi2/Snf2 family ATPase Mot1 displaces TATA-binding protein (TBP) from DNA in vitro, but the global relationship between Mot1 and TBP in vivo is unclear. In particular, how Mot1 activates transcription is poorly understood. To address these issues, we mapped the distribution of Mot1 and TBP on native chromatin at base pair resolution. Mot1 and TBP binding sites coincide throughout the genome, and depletion of TBP results in a global decrease in Mot1 binding. We find evidence that Mot1 approaches TBP from the upstream direction, consistent with its in vitro mode of action. Strikingly, inactivation of Mot1 leads to both increases and decreases in TBP-genome association. Sites of TBP gain tend to contain robust TATA boxes, while sites of TBP loss contain poly(dA-dT) tracts that may contribute to nucleosome exclusion. Sites of TBP gain are associated with increased gene expression, while decreased TBP binding is associated with reduced gene expression. We propose that the action of Mot1 is required to clear TBP from intrinsically preferred (TATA-containing) binding sites, ensuring sufficient soluble TBP to bind intrinsically disfavored (TATA-less) sites.T ATA-binding protein (TBP) is a general regulator of eukaryotic transcription required for initiation by all three eukaryotic RNA polymerases (1). TBP lies at the center of a complex transcriptional network (2) and as such is regulated by a diverse array of factors. One such TBP-regulating protein is modifier of transcription 1 (Mot1), a highly conserved (3) and essential (4, 5) member of the Swi2/Snf2 ATPase family. Mot1 uses the energy derived from ATP hydrolysis to remove TBP from DNA (6), and the mechanism of action of Mot1 is perhaps the best understood of all Swi2/Snf2-like ATPases. Mot1 recognizes TBP from upstream, associating with TBP from above via its acidic loops. The Swi2/Snf2 ATPase domain of Mot1 contacts DNA ϳ17 bp upstream of TBP and translocates toward TBP, loosening its association of TBP with DNA. Last, the latch of Mot1 occupies the DNAbinding groove of TBP, displacing the Mot1-TBP complex from DNA and preventing TBP from rebinding DNA (7-10).The finding that Mot1 displaces TBP from DNA (6) led to the hypothesis that it would act primarily as a transcriptional repressor. However, numerous transcriptional profiling studies have established that loss of Mot1 both increases and decreases gene expression (4,5,(11)(12)(13)(14)(15)(16)(17)(18). Furthermore, loss of Mot1 has also been found to reduce TBP association with some promoters (11, 12, 18-21). Several models have been put forward to reconcile these findings with the well-characterized TBP-displacing activity of Mot1: (i) a preinitiation complex (PIC) remodeling model, wherein Mot1 alters the PIC conformation, presumably via interaction with TBP followed by ATP hydrolysis and translocation, to enhance transcriptional permissiveness (13); (ii) a PIC formation model, wherein the TBP-Mot1 complex nucleates an alternative, transcriptionally competent PIC (22); (iii) a nucleosome remodeling mode...