Heterochromatin consists of highly ordered nucleosomes with characteristic histone modifications. There is evidence implicating chromatin remodeling proteins in heterochromatin formation, but their exact roles are not clear. We demonstrate in Saccharomyces cerevisiae that the Fun30p and Isw1p chromatin remodeling factors are similarly required for transcriptional silencing at the HML locus, but they differentially contribute to the structure and stability of HML heterochromatin. In the absence of Fun30p, only a partially silenced structure is established at HML. Such a structure resembles fully silenced heterochromatin in histone modifications but differs markedly from both fully silenced and derepressed chromatin structures regarding nucleosome arrangement. This structure likely represents an intermediate state of heterochromatin that can be converted by Fun30p to the mature state. Moreover, Fun30p removal reduces the rate of de novo establishment of heterochromatin, suggesting that Fun30p assists the silencing machinery in forming heterochromatin. We also find evidence suggesting that Fun30p functions together with, or after, the action of the silencing machinery. On the other hand, Isw1p is dispensable for the formation of heterochromatin structure but is instead critically required for maintaining its stability. Therefore, chromatin remodeling proteins may rearrange nucleosomes during the formation of heterochromatin or serve to stabilize/maintain heterochromatin structure.DNA in eukaryotes is packed into chromatin through the formation of nucleosomes. There are two structurally distinct types of chromatin that are interspersed in the genome. One is decondensed euchromatin that is permissive to gene transcription, and the other is condensed heterochromatin that silences the expression of genes embedded in it (1). Heterochromatin generally consists of regularly ordered nucleosomes with characteristic histone modifications that are thought to facilitate the folding of chromatin into high order structures (1-4). The structural and functional properties of heterochromatin have been extensively investigated in many model organisms. However, what makes nucleosomes adopt a highly ordered arrangement in heterochromatin has not been addressed (2). There is evidence implicating chromatin remodeling factors in heterochromatin formation, but their exact roles are not known (5-8).Heterochromatin in the budding yeast Saccharomyces cerevisiae exists at the HML 3 and HMR loci as well as subtelomeric regions (9). Like its metazoan counterpart, yeast heterochromatin consists of highly ordered and stably positioned nucleosomes (10 -12). It also bears characteristic histone modifications such as hypoacetylation and hypomethylation (9, 13, 14). The Sir complex composed of Sir2p, Sir3p, and Sir4p binds nucleosomes and serves as an integral part of yeast heterochromatin (9). Sir2p is an evolutionally conserved protein deacetylase that is responsible for the hypoacetylation of histones in heterochromatin (15). Establishment of hete...