Thymine DNA glycosylase (TDG) promotes genomic integrity by excising thymine from mutagenic G⅐T mismatches arising by deamination of 5-methylcytosine, and follow-on base excision repair enzymes restore a G⅐C pair. TDG cleaves the N-glycosylic bond of dT and some other nucleotides, including 5-substituted 2-deoxyuridine analogs, once they have been flipped from the helix into its active site. We examined the role of two strictly conserved residues; Asn 140 , implicated in the chemical step, and Arg 275 , implicated in nucleotide flipping. The N140A variant binds substrate DNA with the same tight affinity as wild-type TDG, but it has no detectable base excision activity for a G⅐T substrate, and its excision rate is vastly diminished (by ϳ10 4.4 -fold) for G⅐U, G⅐FU, and G⅐BrU substrates. Thus, Asn 140 does not contribute substantially to substrate binding but is essential for the chemical step, where it stabilizes the transition state by ϳ6 kcal/mol (compared with 11.6 kcal/ mol stabilization provided by TDG overall). Our recent crystal structure revealed that Arg 275 penetrates the DNA minor groove, filling the void created by nucleotide flipping. We found that the R275A and R275L substitutions weaken substrate binding and substantially decrease the base excision rate for G⅐T and G⅐BrU substrates. Our results indicate that Arg 275 promotes and/or stabilizes nucleotide flipping, a role that is most important for target nucleotides that are relatively large (dT and bromodeoxyuridine) and/or have a stable N-glycosylic bond (dT). Arg 275 does not contribute substantially to the binding of TDG to abasic DNA product, and it cannot account for the slow product release exhibited by TDG.The chemically reactive bases in DNA are continuously modified by oxidation, alkylation, and deamination, creating mutagenic and cytotoxic lesions that are implicated in aging and diseases including cancer (1, 2). Such damage is handled predominantly by the base excision repair pathway, initiated by one of many damage-specific DNA glycosylases (3). These enzymes use a nucleotide flipping mechanism to find damaged bases within the vast excess of normal DNA and cleave the base-sugar (N-glycosylic) bond to release the base, and follow-on base excision repair proteins complete the repair process.Thymine DNA glycosylase (TDG) 2 removes thymine from mutagenic G⅐T mispairs, one of the few glycosylases that removes a normal base from DNA. Consistent with the need to avoid acting upon undamaged DNA, TDG activity is 18,000-fold greater for G⅐T mispairs relative to A⅐T pairs (4). TDG is also specific for a particular DNA sequence, exhibiting the highest activity for G⅐T mispairs (and other lesions) with a