In the nucleus, transcription factors must contend with the presence of chr
omatin in order to gain access to their cognate regulatory sequences. As mo
st nuclear DNA is assembled into nucleosomes, activators must either invade
a stable, preassembled nucleosome or preempt the formation of nucleosomes
on newly replicated DNA, which is transiently free of histones. We have inv
estigated the mechanism by which heat shock factor (HSF) binds to target nu
cleosomal heat shock elements (HSEs), using as our model a dinucleosomal he
at shock promoter (hsp82-Delta HSE1). We find that activated HSF cannot bin
d a stable, sequence-positioned nucleosome in G(1)-arrested cells. It can d
o so readily, however, following release from G(1) arrest or after the impo
sition of either an early S- or late G(2)-phase arrest. Surprisingly, despi
te the S-phase requirement, HSF nucleosomal binding activity is restored in
the absence of hsp82 replication. These results contrast with the prevaili
ng paradigm for activator-nucleosome interactions and implicate a nonreplic
ative, S-phase-specific event as a prerequisite for HSF binding to nucleoso
mal sites in vivo.