Pyripyropenes are potent inhibitors of acyl-CoA:cholesterol acyltransferase, which were initially discovered to be produced by Aspergillus fumigatus. Recently, Penicillium coprobium PF1169 has also found to produce pyripyropene A (PyA), which exhibits insecticidal properties. Pyripyropenes are natural hybrid products of both terpenoid and polyketide origin. In our research, based on data generated using the Genome Sequencer FLX for P. coprobium PF1169, we predicted the biosynthetic gene cluster of PyA by blast analysis comparing with polyketide synthase and prenyltransferase of other species. By screening the genomic fosmid library, nine open reading frames (ppb1 to ppb9) related to the biosynthesis of PyA were deduced. Among them, two cytochrome P450 monooxygenase genes (ppb3 and ppb4) were separately introduced into the model fungus A. oryzae. Bioconversion of certain predicted intermediates in the transformants has elucidated the manner of hydroxylation in the biosynthetic pathway by the expressed products of these two genes (P450-1 and P450-2). That is, P450-1 exhibits monooxygenase activity and plays the hydroxylation role at C-11 of pyripyropene E. While P450-2 plays an active role in the hydroxylation of C-7 and C-13 of pyripyropene O. Keywords: cytochrome P450 monooxygenase; Penicillium coprobium; polyketide synthase; prenyltransferase; pyripyropene INTRODUCTION Pyripyropene A (PyA) has been found to be produced by Penicillium coprobium PF1169 1 and exhibits insecticidal properties. 2 The isomers of pyripyropenes A to L, initially isolated from the fermentation broth of Aspergillus fumigatus FO-1289FO- in 1993 3), have been regarded as potent inhibitors of acyl-CoA:cholesterol acyltransferase, the enzyme responsible for intracellular esterification of cholesterol. It has been reported that PyA displays insecticidal activity against Helicoverpa zea larvae. 2 The isomers of pyripyropenes A, B and D from a marine-derived fungus Aspergillus sp. GF5 were recently found to exhibit selective anti-growth properties against human umbilical vein endothelial cells. 4 Previous biochemical experiments partially delineated the PyA biosynthetic pathway. 5 Recently, the early steps of its biosynthesis in A. fumigatus FO-1289 were precisely elucidated by applying a transgenic approach with heterologous fungus. Nevertheless, hydroxylation and acetylation mechanisms for the late steps had remained unknown.We focused on cytochrome P450s, which are candidate catalysts at this hydroxylation step. Cytochrome P450 enzymes constitute a superfamily that typically catalyze the oxidation of numerous endogenous and exogenous compounds in bacteria, fungi, plants, insects and vertebrates. [6][7][8] The cytochrome acts as a terminal oxidase accepting electrons from NADPH, through NADPH cytochrome P450 reductase, or from NADH through cytochrome b 5 . The exogenous compounds metabolized in this way include numerous pesticides and insecticides. 9 In this paper, we describe the cloning and structural analysis of a 24 kb genomic DNA regi...