Genome activation is one of the first critical events in the life of the new organism. Both the timing of genome activation and the array of genes activated must be controlled correctly. Genome activation occurs in a stepwise manner, with some genes being transcribed well in advance of the major genome activation event, in which most housekeeping genes become activated. Changes in chromatin protein content, particularly histone proteins, and chromatin structure appear to regulate the availability of the genome for transcription and provide for specificity of transcription. Gene enhancers are not initially required for transcription, but become necessary as the chromatin structure is modified. Changes in transcription factor content or activity are also required, and protein synthesis is essential for genome activation during both early and later phases of transcriptional activation. Both the changes in chromatin structure and availability of transcription factors are regulated by cell cycle-dependent mechanisms, thus providing the necessary coordination between these processes and other processes such as DNA replication and cleavage.