N15 is the only bacteriophage of Escherichia coli known to lysogenize as a linear plasmid. Clear-plaque mutations lie in at least two regions of the 46-kb genome. We have cloned, sequenced, and characterized the primary immunity region, immB. This region contains a gene, cB, whose product shows homology to lambdoid phage repressors. The cB3 mutation confers thermoinducibility on N15 lysogens, consistent with CB being the primary repressor of N15. Downstream of cB lies the locus of N15 plasmid replication. Upstream of cB lies an operon predicted to encode two products: one homologous to the late repressor of P22 (Cro), the other homologous to the late antiterminator of 82 (Q). The Q-like protein is essential for phage development. We show that CB protein regulates the expression of genes that flank the cB gene by binding to DNA at symmetric 16-bp sites. Three sites are clustered upstream of cB and overlap a predicted promoter of the cro and Q-like genes as well as two predicted promoters of cB itself. Two sites downstream of cB overlap a predicted promoter of a plasmid replication gene, repA, consistent with the higher copy number of the mutant, N15cB3. The leader region of repA contains terminators in both orientations and a putative promoter. The organization of these regulatory elements suggests that N15 plasmid replication is controlled not only by CB but also by an antisense RNA and by a balance betweem termination and antitermination.N15 is unique among known bacteriophages of Escherichia coli in that it lysogenizes cells as a linear plasmid (40). Despite this unusual mode of lysogenization, numerous properties of N15 resemble those of lambdoid phages, which, as prophages, are normally integrated into a bacterial chromosome. N15 is similar to with respect to length of the genome (46.3 kb, N15; 48.5 kb, ), morphology of phage particles and plaques, burst size, and lysogenization frequency (27). N15 phage DNA, like phage DNA, is a double-stranded molecule with singlestranded, cohesive ends (40). In both cases, phage and prophage DNAs are circularly permuted with respect to each other. Kinship of N15 and is suggested on the basis of cross-hybridization of their DNAs (29). Cells lysogenized with N15 are unable to adsorb bacteriophages N15, T1, and 80 (28). In this respect, they resemble lysogens of another lambdoid phage, 80 (15-17). This lysogenic conversion depends upon cor (Fig. 1) (20), which is homologous to the 80 gene with a similar function (44).The N15 prophage is maintained in cells as a low-copynumber plasmid and is stable (29). Its DNA is a doublestranded linear molecule with covalently closed ends (40). The ends have a telomeric structure similar to those found in the DNAs of poxviruses, African swine fever virus, mitochondria of cells of the yeast genus Pichia, and linear plasmids found in spirochetes of the genus Borrelia (11,12,18). Each telomere of N15 consists of a palindromic terminal hairpin loop and a 28-bp inverted repeat (19).Ravin and Shulga (29) isolated temperature-sensitive early muta...