Condensation of chromatin into higher order structures is mediated by intra-and interfiber nucleosome-nucleosome interactions. Our goals in this study were to determine the impact specific activator-dependent histone acetylation had on chromatin condensation and to ascertain whether acetylationinduced changes in chromatin condensation were related to changes in RNA polymerase II (RNAPII) activity. To accomplish this, an in vitro model system was constructed in which the purified transcriptional activators, Tax and phosphorylated CREB (cAMP-response element-binding protein), recruited the p300 histone acetyltransferase to nucleosomal templates containing the human T-cell leukemia virus type-1 promoter sequences. We find that activator-dependent p300 histone acetylation disrupted both inter-and intrafiber nucleosome-nucleosome interactions and simultaneously led to enhanced RNAPII transcription from the decondensed model chromatin. p300 histone acetyltransferase activity had two distinct components: non-targeted,ubiquitousactivityintheabsenceofactivatorsandactivatordependent activity targeted primarily to promoter-proximal nucleosomes. Mass spectrometry identified several unique p300 acetylation sites on nucleosomal histone H3 (H3K9, H3K27, H3K36, and H3K37). Collectively, our data have important implications for understanding both the mechanism of RNAPII transcriptional regulation by chromatin and the molecular determinants of higher order chromatin structure.The genomes of eukaryotes are assembled into a complex nucleoprotein architecture called chromatin. In the first level of chromatin structure, 147 bp of DNA are wrapped 1.65 times around an octamer of core histones to form the nucleosome (1). Nucleosomal arrays make up the next level of chromatin architecture and consist of histone octamers spaced repetitively at ϳ20 -60-bp intervals along a DNA molecule. When proteins other than core histones bind to nucleosomal arrays, chromatin is formed. Chromatin undergoes a series of hierarchical conformational changes, leading to formation of higher order levels of condensed structure (see below). The transcription of genes by RNA polymerase II (RNAPII) 2 must occur within this dense chromatin environment. Hence, a long-standing question in the field is the extent to which higher order chromatin fiber architecture influences gene expression (Refs. 2-4; for review, see Refs. 5-10).Nucleosomal arrays and chromatin in solution in vitro are in equilibrium between multiple architectural states; that is, a primary structure having an extended "beads-on-a-string" conformation, secondary folded structures resulting from intrafiber nucleosome-nucleosome interactions, and tertiary oligomeric structures resulting from reversible interfiber nucleosome-nucleosome interactions (5, 9). Folding and oligomerization both are induced by increasing concentrations of cations, e.g. 1-10 mM MgCl 2 . In addition, transitions between the different condensed states require the amino-terminal "tail" domains (NTDs) of the core histones (5, 11). ...