Human embryonic stem (hES) cells have an abbreviated G1 phase of the cell cycle. How cells expedite G 1 events that are required for the initiation of S phase has not been resolved. One key regulatory pathway that controls G 1/S-phase transition is the cyclin E/CDK2-dependent activation of the coactivator protein nuclear protein, ataxia-telangiectasia locus/histone nuclear factor-P (p220 NPAT / HiNF-P) complex that induces histone gene transcription. In this study, we use the subnuclear organization of factors controlling histone gene expression to define mechanistic differences in the G 1 phase of hES and somatic cells using in situ immunofluorescence microscopy and fluorescence in situ hybridization (FISH). We show that histone gene expression is supported by the staged assembly and modification of a unique subnuclear structure that coordinates initiation and processing of transcripts originating from histone gene loci. Our results demonstrate that regulatory complexes that mediate transcriptional initiation (e.g., p220 NPAT ) and 3 -end processing (e.g., Lsm10, Lsm11, and SLBP) of histone gene transcripts colocalize at histone gene loci in dedicated subnuclear foci (histone locus bodies) that are distinct from Cajal bodies. Although appearance of CDK2-phosphorylated p220 NPAT in these domains occurs at the time of S-phase entry, histone locus bodies are formed Ϸ1 to 2 h before S phase in embryonic cells but 6 h before S phase in somatic cells. These temporal differences in the formation of histone locus bodies suggest that the G 1 phase of the cell cycle in hES cells is abbreviated in part by contraction of late G 1.HiNF-P ͉ p220 NPAT ͉ Cajal body ͉ coilin ͉ G1/S transition T he abbreviated cell cycle of human embryonic stem (hES) cells represents a unique cellular adaptation that expedites self-renewal and is reflected by a very brief G 1 phase (1, 2). Competency of somatic cells for proliferation is linked to growth factor-dependent passage through the restriction (R) point in G 1 when cells commit toward onset of S phase (3, 4). However, hES cells lack a classical R point and have the capacity for continuous cell division. A principal mechanism that is required for the initiation of S phase in hES cells is the induction of histone gene expression, which is essential for the packaging of newly replicated DNA into chromatin by specific transcription factors (1, 2, 5-12).In both somatic and hES cells, key histone gene regulatory factors are organized in a limited number of subnuclear foci. For example, recruitment of the coactivator protein p220 NPAT (nuclear protein, ataxia-telangiectasia locus) by transcription factor HiNF-P (histone nuclear factor-P) to histone H4 gene promoters, as well as cell cycle-dependent phosphorylation of p220 NPAT by cyclin E/CDK2 to induce histone gene transcription occur at these intranuclear sites (7,8,(13)(14)(15)(16)(17). Newly synthesized histone transcripts are not polyadenylated, and their cleavage requires a U7 small nuclear ribonucleoprotein complex (U7 snRNP) that conta...