By establishing mouse primary keratinocytes (KCs) in culture, we were able, for the first time, to express papillomavirus major capsid (L1) proteins by transient transfection of authentic or codon-modified L1 gene expression plasmids. We demonstrate in vitro and in vivo that gene codon composition is in part responsible for differentiation-dependent expression of L1 protein in KCs. L1 mRNA was present in similar amounts in differentiated and undifferentiated KCs transfected with authentic or codon-modified L1 genes and had a similar half-life, demonstrating that L1 protein production is posttranscriptionally regulated. We demonstrate further that KCs substantially change their tRNA profiles upon differentiation. Aminoacyl-tRNAs from differentiated KCs but not undifferentiated KCs enhanced the translation of authentic L1 mRNA, suggesting that differentiation-associated change to tRNA profiles enhances L1 expression in differentiated KCs. Thus, our data reveal a novel mechanism for regulation of gene expression utilized by a virus to direct viral capsid protein expression to the site of virion assembly in mature KCs. Analysis of two structural proteins of KCs, involucrin and keratin 14, suggests that translation of their mRNAs is also regulated, in association with KC differentiation in vitro, by a similar mechanism.Direction of gene expression to undifferentiated or differentiated cells is classically determined by altered promoter methylation or by production of specific transcription factors or posttranscriptionally by interaction of regulatory mRNA sequences with translational regulators (38). Papillomaviruses (PVs) are a family of double-stranded DNA viruses which replicate exclusively in epithelium, promote cell growth, and affect cellular differentiation, giving rise to benign tumors with, for some virus types, potential for malignancy. mRNA encoding the PV major capsid L1 protein can be transcribed from L1 gene expression plasmids in many types of mammalian cells (20). However, translation of the transcribed mRNA to L1 protein is limited in vivo to differentiated keratinocytes (KCs) (5, 53) and to yeast cells (50,67). Although inhibitory mechanisms have been proposed to explain the blockage of PV L1 gene translation in undifferentiated cells (10, 11), no inhibitory factors have been identified as specific for epithelial cells in vitro or in vivo. Thus, the mechanism for the tight differentiation-specific translation of the PV L1 gene in KCs remains to be determined.PVs, like many mammalian DNA viruses, use relatively few "mammalian consensus" codons to encode their capsid genes, manifesting a high AϩT genome content due to third-nucleotide bias to AϩT (68). In humans, codon-mediated translational controls may play an important role in the differentiation and regulation of tissue-specific gene products (47). Blockage to translation of PV L1 mRNAs has been overcome by codon modification utilizing mammalian preferred codons without changing the protein sequence (36,41,42,69), but it remains unclear whether co...