In addition to the well characterized processive replication reaction catalyzed by the DNA polymerase III holoenzyme on single-stranded DNA templates, the enzyme possesses an intrinsic strand displacement activity on flapped templates. The strand displacement activity is distinguished from the singlestranded DNA-templated reaction by a high dependence upon single-stranded DNA binding protein and an inability of ␥-complex to support the reaction in the absence of . However, if ␥-complex is present to load  2 , a truncated protein containing only domains III-V will suffice. This truncated protein is sufficient to bind both the ␣ subunit of DNA polymerase (Pol) III and . This is reminiscent of the minimal requirements for Pol III to replicate short single-stranded DNA-binding protein (SSB)-coated templates where is only required to serve as a scaffold to hold Pol III and in the same complex (Glover, B., and McHenry, C. (1998) J. Biol. Chem. 273, 23476 -23484). We propose a model in which strand displacement by DNA polymerase III holoenzyme depends upon a Pol III----SSB binding network, where SSB is bound to the displaced strand, stabilizing the Pol III-template interaction. The same interaction network is probably important for stabilizing the leading strand polymerase interactions with authentic replication forks. The specificity constant (k cat /K m ) for the strand displacement reaction is ϳ300-fold less favorable than reactions on singlestranded templates and proceeds with a slower rate (150 nucleotides/s) and only moderate processivity (ϳ300 nucleotides). PriA, the initiator of replication restart on collapsed or misassembled replication forks, blocks the strand displacement reaction, even if added to an ongoing reaction.All cellular replicases are tripartite assemblies, consisting of a replicative polymerase (Pol 2 III in bacteria, Pol ␦ or ⑀ in eukaryotes), a sliding clamp processivity factor ( 2 in bacteria, proliferating cell nuclear antigen in eukaryotes), and a clamp loader composed of a five-protein core of AAA ϩ -like proteins that assembles the sliding clamp around DNA (DnaX complex in bacteria, RFC in eukaryotes) (1-3). The Escherichia coli DnaX complex comprises three copies of DnaX and one each of ␦, ␦Ј, and (4 -6). E. coli and many other bacteria contain two forms of DnaX, the full-length translation product and a shorter protein, ␥, that results from translational frameshifting (7-9). Both and ␥ contain the three domains that are required for ATP-dependent  2 loading onto DNA (6). The third domain of and ␥ is responsible for binding other DnaX subunits as well as ␦, ␦Ј, and (5, 10, 11). contains two additional domains that interact with the DnaB replicative helicase (domain IV) and Pol III (domain V) (12, 13).The primary determinant of processivity of the E. coli replicase is the interaction of Pol III with  2 (14, 15). However, other interactions stabilize the interaction of Pol III with the replication fork. Two protomers bind the DnaB helicase, further stabilizing the replicase at the fork...