RNA polymerase III (Pol III) transcribes small untranslated RNAs, such as tRNAs. To define the Pol III transcriptome in Saccharomyces cerevisiae, we performed genome-wide chromatin immunoprecipitation using subunits of Pol III, TFIIIB and TFIIIC. Virtually all of the predicted targets of Pol III, as well as several novel candidates, were occupied by Pol III machinery. Interestingly, TATA boxbinding protein occupancy was greater at Pol III targets than virtually all Pol II targets, and the highly occupied Pol II targets are generally strongly transcribed. The temporal relationships between factor occupancy and gene activity were then investigated at selected targets. Nutrient deprivation rapidly reduced both Pol III transcription and Pol III occupancy of both a tRNA gene and RPR1. In contrast, TFIIIB remained bound, suggesting that TFIIIB release is not a critical aspect of the onset of repression. Remarkably, TFIIIC occupancy increased dramatically during repression. Nutrient addition generally reestablished transcription and initial occupancy levels. Our results are consistent with active Pol III displacing TFIIIC, and with inactivation͞release of Pol III enabling TFIIIC to bind, marking targets for later activation. These studies reveal new aspects of the kinetics, dynamics, and targets of the Pol III system. R NA polymerase III (Pol III) in Saccharomyces cerevisiae transcribes genes for small structural RNAs important for many cellular processes. Among the known Pol III targets are structural RNAs for translation (all tRNAs, 5S ribosomal RNA, 7SL RNA), tRNA processing (RPR1; the RNA of the ribonuclease P complex), and splicing (i.e., U6). The S. cerevisiae genome is predicted to contain 280 targets, including 275 tRNA genes. The Pol III transcription machinery is highly conserved in eukaryotes, and consists of the multisubunit Pol III polymerase, two complexes (TFIIIB and TFIIIC) required for promoter recognition and͞or initiation, and an additional factor (TFIIIA) required only for 5S rDNA transcription (1-3).Several reviews have addressed the function and regulation of the Pol III machinery in detail (2-4), and here we provide a brief summary. Pol III promoters contain two conserved DNA sequence elements, termed A and B boxes, which are located within the transcribed region and direct the Pol III machinery to target genes (5, 6). The A and B boxes are recognized by the TFIIIC complex, which can bind in the absence of TFIIIB and Pol III, establishing TFIIIC as the promoter specificity factor (7-11). Because most Pol III targets are relatively short (Ͻ100 bases), TFIIIC can encompass nearly the entire gene (12).TFIIIC interacts with TFIIIB, enabling recruitment of TFIIIB to Pol III promoters (13,14). TFIIIB contains the subunits Brf1 (TFIIB-related factor), Bdp1͞Tfc5͞BЉ, and the TATA-binding protein (TBP). TBP is the only subunit of the basal factors not dedicated solely to Pol III transcription; TBP is used by all three RNA polymerases and is required for transcription at both TATAcontaining and TATA-less pr...