Photorhabdus luminescens is a pathogenic bacterium that lives in the guts of insect-pathogenic nematodes. After invasion of an insect host by a nematode, bacteria are released from the nematode gut and help kill the insect, in which both the bacteria and the nematodes subsequently replicate. However, the bacterial virulence factors associated with this "symbiosis of pathogens" remain largely obscure. In order to identify genes encoding potential virulence factors, we performed ϳ2,000 random sequencing reads from a P. luminescens W14 genomic library. We then compared the sequences obtained to sequences in existing gene databases and to the Escherichia coli K-12 genome sequence. Here we describe the different classes of potential virulence factors found. These factors include genes that putatively encode Tc insecticidal toxin complexes, Rtx-like toxins, proteases and lipases, colicin and pyocins, and various antibiotics. They also include a diverse array of secretion (e.g., type III), iron uptake, and lipopolysaccharide production systems. We speculate on the potential functions of each of these gene classes in insect infection and also examine the extent to which the invertebrate pathogen P. luminescens shares potential antivertebrate virulence factors. The implications for understanding both the biology of this insect pathogen and links between the evolution of vertebrate virulence factors and the evolution of invertebrate virulence factors are discussed.Photorhabdus luminescens is an insect-pathogenic gram-negative proteobacterium that forms a "symbiosis of pathogens" with insect-pathogenic nematodes (52). In this symbiosis the bacteria are carried in the guts of entomopathogenic nematodes belonging to the family Heterorhabditidae (members of a different group of bacteria, Xenorhabdus spp., are carried in the guts of members of a different group of nematodes, the Steinernematidae). Upon invasion of an insect host by a nematode, the bacteria are released from the gut directly into the open blood circulatory system of the insect, the hemocoel (52). Here the bacteria are thought to release a wide variety of potential virulence factors, including high-molecular-weight toxin complexes (Tc), lipopolysaccharide (LPS), proteases, lipases, and a range of different antibiotics (52). Inferences concerning the involvement of these factors in killing of the insect or in overcoming the insect immune system, however, often result merely from documentation of secretion of the factors into bacterial culture supernatants. Studies examining the precise role of virulence factors during the infection process in insects have not been performed, and studies of Photorhabdus mutants are rare. As a prelude to genetic analysis of potential virulence factors in P. luminescens, we were interested in obtaining a sample sequence of strain W14 in order to document the classes of genes present and to begin to design suitable experiments for analysis of the genes based on a likely idea of their functions.