The 3-untranslated regions (UTRs) of human papillomavirus 16 (HPV16) and bovine papillomavirus 1 (BPV1) contain a negative regulatory element (NRE) that inhibits viral late gene expression. The BPV1 NRE consists of a single 9-nucleotide (nt) U1 small nuclear ribonucleoprotein (snRNP) base pairing site (herein called a U1 binding site) that via U1 snRNP binding leads to inhibition of the late poly(A) site. The 79-nt HPV16 NRE is far more complicated, consisting of 4 overlapping very weak U1 binding sites followed by a poorly understood GU-rich element (GRE). We undertook a molecular dissection of the HPV16 GRE and identify via UV cross-linking, RNA affinity chromatography, and mass spectrometry that is bound by the CUG-binding protein 1 (CUGBP1). Reporter assays coupled with knocking down CUGBP1 levels by small interfering RNA and Dox-regulated shRNA, demonstrate CUGBP1 is inhibitory in vivo. CUGBP1 is the first GRE-binding protein to have RNA interfering knockdown evidence in support of its role in vivo. Several fine-scale GRE mutations that inactivate GRE activity in vivo and GRE binding to CUGBP1 in vitro are identified. The CUGBP1⅐GRE complex has no activity on its own but specifically synergizes with weak U1 binding sites to inhibit expression in vivo. No synergy is seen if the U1 binding sites are made weaker by a 1-nt down-mutation or made stronger by a 1-nt up-mutation, underscoring that the GRE operates only on weak sites. Interestingly, inhibition occurs at multiple levels, in particular at the level of poly(A) site activity, nuclear-cytoplasmic export, and translation of the mRNA. Implications for understanding the HPV16 life cycle are discussed.The human epidermis consists of layers of keratinocytes that broadly speaking represent separate stages of differentiation (1). The basal layer of cells are the rapidly dividing progeny of epithelial stem cells that, as they transit upwards, slow down in cell growth and division, and flatten out to eventually become terminally differentiated keratinocytes at the stratum corneum. The life cycle of papillomaviruses, small ϳ8000-bp DNA viruses, is intimately connected to the differentiation program of keratinocytes (2) such that they can readily infect almost any type of mammalian cultured cell but are unable to complete the viral life cycle. Human papillomaviruses (HPVs) 2 infect squamous epithelia in the basal layer giving rise to papillomas that can lead to benign or malignant lesions (3). Of the more than 100 types of HPVs that are sequenced, only a handful account for nearly all cervical carcinomas and intraepithelial neoplasias, with HPV type 16 (HPV16) causing about 60% of the cases, making it the most clinically significant of the HPVs and one of the most studied (4, 5). In addition to HPV16, HPV1 that causes non-malignant lesions and bovine papillomavirus 1 (BPV1) have also been intensively studied and serve as prototypes for understanding HPVs (6).The genomic structure of papillomaviruses shares many common features. For example, all of the viral open re...