Gene expression of the internal and long terminal repeat promoters of the spuma retrovirus is specifically activated by the transactivator Bel1, the key regulator of viral gene expression. Bel1 directly binds to and activates DNA target sites of viral promoters and those of distinct cellular genes. To determine the contribution of cellular transcription factors to viral transactivation, the viral internal promoter (IP) was analyzed by transient expression, electrophoretic mobility shift assays), and supershifts. Here we report that Bel1-mediated transactivation of the full-length and shortened versions of the Bel1 response element (BRE) were repressed by nuclear factor I (NFI). Electrophoretic mobility shift assays using nuclear extracts from transfected 293T cells revealed that different DNA-protein complexes consisting of DNA target sites of NFI and Bel1 proteins were formed. The specificity of the repressor and transactivator DNA binding was shown by NFI-and Bel1-specific antibodies that led to supershifts of the different nuclear protein-oligodeoxynucleotide complexes. The specificity of the complexes was confirmed by using unlabeled, shortened, and mutated IP.BRE oligodeoxynucleotides in competition experiments with the authentic IP.BRE. Cotransfection of the infectious spumavirus DNA genome with a human NFI-X1 expression plasmid into cell cultures greatly reduced the expression of viral structural and Bel1 proteins. These data demonstrate the relevance of NFI-mediated repression of Bel1-driven transactivation in vivo.Foamy viruses (FV) 1 also called spumaviruses belong to the orthoretroviruses and have exceptional properties with respect to replication, pol expression, and assembly (1, 2); for a review of the historical perspectives and the apparent apathogenicity of FV, see Refs. 3 and 4. FV are unconventional and complex retroviruses that code for transcriptional transactivators (5, 6).The viral transactivators specifically recruit components of the cellular transcription machinery to viral promoters so that cellular transcription programs are specifically affected and even reprogrammed in a way favorable for viral replication (7). A key regulator of viral gene expression, the Bel1 transactivator of the human foamy virus (HFV), recently renamed primate foamy virus) binds directly to DNA target sites with no or low sequence conservation that are located in both the 5Ј-long terminal repeat (LTR) and the internal promoter (IP) (8 -11). The IP is a strong early promoter that is crucial for viral replication and critically dependent on Bel1 (11-13). Expression of Bel1 is initiated at the IP until threshold levels of the Bel1 transactivator are reached which subsequently turn on the 5Ј-LTR promoter to direct synthesis of virus structural proteins (13-15). The transactivator Tas of simian foamy virus type 1 binds to corresponding proximal and distal DNA target sites directly that are not homologous to the Bel1 response element (BRE) of the IP (16). Bell 1 was shown to be a nuclear protein (17,18) that contains ...