Hypoxia elicits endothelial dysfunction, in part, through reduced expression of endothelial nitric-oxide synthase (eNOS).Here we present evidence that hypoxia causes a rapid decrease in the transcription of the eNOS/NOS3 gene, accompanied by decreased acetylation and lysine 4 (histone H3) methylation of eNOS proximal promoter histones. Surprisingly, we demonstrate that histones are rapidly evicted from the eNOS proximal promoter during hypoxia. We also demonstrate endotheliumspecific H2A.Z incorporation at the eNOS promoter and find that H2A.Z is also evicted by hypoxic stimulation. After longer durations of hypoxia, histones are reincorporated at the eNOS promoter, but these histones lack substantial histone acetylation. Additionally, we identify a key role for the chromatin remodeler, BRG1, in re-establishing eNOS expression following reoxygenation of hypoxic cells. We posit that post-translational histone modifications are required to maintain constitutive eNOS transcriptional activity and that histone eviction rapidly resets histone marks and is a proximal event in the hypoxic repression of eNOS. Although nucleosome eviction has been reported in models of transcriptional activation, the observation that eviction can also accompany transcriptional repression in hypoxic mammalian cells argues that eviction may be broadly relevant to both positive and negative changes in transcription.Hypoxia has long been associated with alterations to blood vessel function. For example, hypoxia elicits dramatic changes in the expression of genes in the vascular endothelium (1). These gene expression changes result in alterations to endothelial phenotype and can ultimately result in endothelial activation and dysfunction. It is known, for example, that the vasoconstrictor, endothelin-1 (2), and the mitogen, platelet-derived growth factor  (3), are induced in endothelial cells exposed to hypoxic conditions. In contrast, hypoxia potently decreases the expression of eNOS 4 in endothelial cells by both transcriptional and post-transcriptional mechanisms (4). In the pulmonary circulation, hypoxia induces vasoconstriction that is thought to match ventilation to perfusion (reviewed in Ref. 5). This vasoconstriction can be partly attributed to decreased nitric oxide (NO)-elicited effects on vascular tone (reviewed in Ref. 6). For example, loss of eNOS-derived NO contributes to the phenotype of pulmonary hypertension (7-9), whereas reintroduction of the NOS3 gene in NOS3 Ϫ/Ϫ mice can reverse pulmonary vascular defects (10). Although the transcription of several genes, including eNOS, is decreased upon exposure to hypoxic conditions, it is not clear what mechanisms underlie these changes. Models of transcriptional repression by hypoxia include the induction of transcriptional repressors (11-15) and direct inhibition elicited by HIF binding to proximal promoter elements (16 -18). We found that the chromatin structure at the eNOS proximal promoter and 5Ј-coding region plays a prominent role in regulating the constitutive transcriptional ...