The histone regulatory (HIR) and histone promoter control (HPC) repressor proteins regulate three of the four histone gene loci during the Saccharomyces cerevisiae cell cycle. Here, we demonstrate that Hir1, Hir2, Hir3, and Hpc2 proteins form a stable HIR repressor complex. The HIR complex promotes histone deposition onto DNA in vitro and constitutes a novel nucleosome assembly complex. The HIR complex stably binds to DNA and nucleosomes. Furthermore, HIR complex binding to nucleosomes forms a distinct protein/DNA complex resistant to remodeling by SWI/SNF. Thus, the HIR complex is a novel nucleosome assembly complex which functions with SWI/SNF to regulate transcription. Histone gene transcription is tightly regulated during cell cycle progression and coordinated with DNA replication in eukaryotes. Six of the eight histone genes (HTA1-HTB1, HHT1-HHF1, and HHT2-HHF2) are negatively regulated through a site present in their promoter close to upstream activation sequence (UAS) elements (Osley et al. 1986;Freeman et al. 1992). Histone gene transcription is repressed outside of the G1/S in Saccharomyces cerevisiae. Several trans-acting factors that act at the negative site to repress transcription were identified through genetic screens Xu et al. 1992). Some of these factors, the histone regulatory (HIR) genes including HIR1, HIR2, HIR3, and the histone promoter control (HPC) gene HPC2, are transcriptional corepressors that are not thought to possess intrinsic DNA-binding activity Xu et al. 1992;Sherwood et al. 1993;Lamour et al. 1995). However, both Hir1 and Hir2 associate with the HTA1-HTB1 regulatory domain, although there is no evidence that the Hir proteins bind directly to the cis-acting site required for the repression of the histone genes (Dimova et al. 1999;Sutton et al. 2001). The Hir proteins are postulated to be recruited to the negative site by a yet unidentified sequence-specific binding factor, and once at this site directly repress transcription (Spector et al. 1997;DeSilva et al. 1998). The mechanism by which Hir/Hpc proteins repress histone gene transcription is not clear, but is likely to involve the modulation of chromatin structure. The Hir corepressors interact with the SWI/SNF chromatin-remodeling complex and are required for its recruitment to the HTA1-HTB1 promoter (Dimova et al. 1999).The yeast multisubunit SWI/SNF complex is an ATPdependent chromatin-remodeling complex that can mobilize nucleosomes for activation or repression of a subset of yeast genes (Wang 2003;Lee et al. 2004). The SWI/ SNF complex can be recruited to specific promoters through a variety of mechanisms, one of which is through direct interaction with sequence-specific transcriptional activators. We previously showed that activator-interaction domains within the Snf5 and Swi1 subunits play a critical role in the promoter targeting of SWI/SNF, which is essential for its function in vivo (Prochasson et al. 2003).Deletion analysis of SWI/SNF subunits demonstrates that they are required for maximal expression of the histone ...