Tissue-specific activation of the osteocalcin (OC) gene is associated with changes in chromatin structure at the promoter region. Two nuclease-hypersensitive sites span the key regulatory elements that control basal tissue-specific and vitamin D 3 -enhanced OC gene transcription. To gain understanding of the molecular mechanisms involved in chromatin remodeling of the OC gene, we have examined the requirement for SWI/SNF activity. We inducibly expressed an ATPase-defective BRG1 catalytic subunit that forms inactive SWI/SNF complexes that bind to the OC promoter. This interaction results in inhibition of both basal and vitamin D 3 -enhanced OC gene transcription and a marked decrease in nuclease hypersensitivity. We find that SWI/SNF is recruited to the OC promoter via the transcription factor CCAAT/enhancer-binding protein , which together with Runx2 forms a stable complex to facilitate RNA polymerase II binding and activation of OC gene transcription. Together, our results indicate that the SWI/SNF complex is a key regulator of the chromatin-remodeling events that promote tissue-specific transcription in osteoblasts.Within the eukaryotic nucleus, the packaging of DNA into nucleosomes and higher order chromatin structures have been implicated in the regulation of key cellular events, such as replication and transcription. During the last decade, a large family of protein complexes that promote transcription by altering chromatin structure have been described (1-3). Among them is the SWI/SNF complex subfamily that remodels chromatin in an ATP-dependent manner (1-3). SWI/SNF complexes are composed of several subunits, which have been implicated in a wide range of cellular events, including gene regulation, cell cycle control, development, and differentiation (1, 3). The mammalian SWI/SNF complexes contain a catalytic subunit that can be either BRG1 or BRM, which includes ATPase activity. Mutations in the ATPase domain of BRG1 or BRM that abrogate the ability of these proteins to bind ATP result in the formation of inactive SWI/SNF complexes (4 -6). Furthermore, expression of mutant BRG1 or BRM proteins in NIH3T3 cells impairs the ability of these cells to activate endogenous stress response genes in the presence of arsenite (5) and to differentiate into muscle or adipocytic cells (4, 5, 7). In addition, we have recently shown that the presence of the mutant BRG1 protein in these NIH3T3 cell lines inhibits BMP2-induced differentiation into the osteoblast lineage (8).The rat osteocalcin (OC) 3 gene encodes a 10-kDa bone-specific protein that is expressed at late stages of osteoblast differentiation, concomitant with the mineralization of the extracellular matrix (9). Osteoblast-specific transcription of the OC gene is controlled by modularly organized basal and hormoneresponsive elements located within two DNase I-hypersensitive sites (distal site Ϫ605 to Ϫ400 and proximal site Ϫ170 to Ϫ70; see Fig. 1) that are present only in osteoblastic cells expressing this gene (10). Thus, chromatin remodeling of the OC gene p...