The human SWI/SNF (hSWI/SNF) ATP-dependent chromatin remodeling complex is a tumor suppressor and essential transcriptional coregulator. SWI/SNF complexes have been shown to alter nucleosome positions, and this activity is likely to be important for their functions. However, previous studies have largely been unable to determine the extent to which DNA sequence might control nucleosome repositioning by SWI/SNF complexes. Here, we employ a minicircle remodeling approach to provide the first evidence that hSWI/SNF moves nucleosomes in a sequence dependent manner, away from nucleosome positioning sequences favored during nucleosome assembly. This repositioning is unaffected by the presence of DNA nicks, and can occur on closed-circular DNAs in the absence of topoisomerases. We observed directed nucleosome movement on minicircles derived from the human SWI/SNF-regulated c-myc promoter, which may contribute to the previously-observed "disruption" of two promoter nucleosomes during c-myc activation in vivo. Our results suggest a model wherein hSWI/SNF-directed nucleosome movement away from default positioning sequences results in sequence-specific regulatory effects.The precise localization of nucleosomes is one of the most important factors influencing transcription factor binding and gene regulation. ATP-dependent chromatin remodeling complexes are expected to act as transcriptional coregulators at least in part by altering nucleosome positions (1,2). However, very little is known about the influence of DNA sequence on nucleosome repositioning by these complexes. Human SWI/SNF (hSWI/SNF 1 ) is an evolutionarily-conserved multi-protein chromatin remodeling complex containing a core catalytic ATPase domain of either BRG1 or hBRM. It functions as a transcriptional coactivator or corepressor when recruited to promoters by over two dozen different activator and repressor proteins, including p53 and Rb as well as virtually all of the nuclear hormone receptors (3,4).