Animal replication-dependent histone pre-mRNAs are processed at the 3= end by endonucleolytic cleavage that is not followed by polyadenylation. The cleavage reaction is catalyzed by CPSF73 and depends on the U7 snRNP and its integral component, Lsm11. A critical role is also played by the 220-kDa protein FLASH, which interacts with Lsm11. Here we demonstrate that the N-terminal regions of these two proteins form a platform that tightly interacts with a unique combination of polyadenylation factors: symplekin, CstF64, and all CPSF subunits, including the endonuclease CPSF73. The interaction is inhibited by alterations in each component of the FLASH/Lsm11 complex, including point mutations in FLASH that are detrimental for processing. The same polyadenylation factors are associated with the endogenous U7 snRNP and are recruited in a U7-dependent manner to histone pre-mRNA. Collectively, our studies identify the molecular mechanism that recruits the CPSF73 endonuclease to histone pre-mRNAs, reveal an unexpected complexity of the U7 snRNP, and suggest that in animal cells polyadenylation factors assemble into two alternative complexes-one specifically crafted to generate polyadenylated mRNAs and the other to generate nonpolyadenylated histone mRNAs that end with the stem-loop.T he vast majority of eukaryotic pre-mRNAs are processed at the 3= end by cleavage coupled to polyadenylation (1-4). In this reaction, pre-mRNAs are cleaved 15 to 30 nucleotides after the highly conserved AAUAAA sequences and the upstream cleavage product is extended by addition of a poly(A) tail. Cleavage coupled to polyadenylation is carried out by a macromolecular machinery consisting of multiple proteins that assemble into at least four separate subcomplexes or factors. The AAUAAA sequence is recognized by cleavage and polyadenylation specificity factor (CPSF), which contains CPSF160, CPSF100, CPSF73, CPSF30, Fip1 (5), and the recently identified WDR33 (6). CPSF160 directly contacts the AAUAAA hexanucleotide, whereas CPSF73 is the endonuclease that catalyzes the cleavage reaction (7). Cleavage stimulation factor (CstF), consisting of CstF77, CstF64, and CstF50, recognizes the GU-rich sequence located downstream of the cleavage site. CstF64 makes direct contacts with this sequence and also interacts with CstF77, which in turn interacts with CstF50 (8). 3=-end processing by cleavage and polyadenylation additionally requires cleavage factor (CF) I m , consisting of 25-kDa and 68-kDa subunits (9), and cleavage factor II m containing at least two subunits, Pcf11 and Clp1 (2, 10). Individual components of the cleavage and polyadenylation machinery are connected with each other through a dense network of protein-protein interactions that stabilizes the entire complex and juxtaposes CPSF73 with the cleavage site. An important role in forming this network is played by symplekin, a protein that interacts with a number of polyadenylation factors and likely functions as a scaffold in 3=-end processing (8,11,12) and other processes, including cytoplasmi...