The canonical histone proteins are encoded by replication-dependent genes and must rapidly reach high levels of expression during S phase. In metazoans the genes that encode these proteins produce mRNAs that, instead of being polyadenylated, contain a unique 3' end structure. By contrast, the synthesis of the variant, replication-independent histones, which are encoded by polyadenylated mRNAs, persists outside of S phase. Accurate positioning of both histone types in chromatin is essential for proper transcriptional regulation, the demarcation of heterochromatic boundaries and the epigenetic inheritance of gene expression patterns. Recent results suggest that the coordinated synthesis of replication-dependent and variant histone mRNAs is achieved by signals that affect formation of the 3' end of the replication-dependent histone mRNAs.Histones are the primary protein component of chromatin. Although they were initially thought to be mainly involved in chromosomal DNA packaging in eukaryotes, it is now recognized that they also have a crucial role in regulating gene expression. Histones can be extensively modified after translation and these modifications play an important part in regulating gene expression. They are constantly being shifted, modified, evicted and re-deposited as chromatin is continually remodelled (reviewed in REF. 1 ). Thus, the cell must carefully coordinate the replication of DNA, the synthesis of an estimated 10 8 molecules of each histone type in mammalian cells and the rapid deposition of new and old histones to reform chromatin during each relatively short S phase 2,3 .In metazoans the bulk of the histone proteins, defined here as the canonical histone proteins, are encoded by a family of replication-dependent histone genes. Their mRNAs are the only known cellular non-polyadenylated mRNAs in eukaryotes 4 . These genes encode all four core histones -H2A, H2B, H3 and H4 -which make up the nucleosome, and the linker H1 histones, which are found between nucleosomes. In place of a poly(A) tail, replicationdependent histone mRNAs end in a 3′ stem-loop sequence that is crucial in their regulation (FIG. 1a), and is formed by endonu-cleolytic cleavage of the pre-mRNA (FIG. 1b). This novel 3′ end results in the requirement for a distinct set of factors for metabolism and regulation of these histone mRNAs. These mRNAs must be expressed rapidly at the beginning of S phase and must persist at high levels throughout S phase to coincide with the replication of DNA. They are destroyed at the conclusion of S phase or rapidly during S phase if DNA replication is halted.In addition to the canonical histones, there are several variant histones whose synthesis is not cell-cycle-regulated and whose mRNAs are polyadenylated and expressed throughout the cell cycle (replication-independent histone mRNAs). These histones include the H3.3 and Correspondence to W.F.M.