The association of lac repressor with poly[d(A-T)] was monitored with the fluorescent prob 8-anilino-1-naphthalenesulfonate (Ans). Excess poly[d(A-T)] decreased the emission intensity of the repressor--Ans complex by 30%. Fluorescence titrations indicated that 33 +/- 4 base pairs were required to bind all of the repressor. Sedimentation studies indicated, however, that all of the repressor sedimented as a protein--DNA complex with as few as 10 to 15 base pairs per tetramer, even in the presence of Ans. These data are interpreted with two models: one where repressors bind to both sides of the DNA (Butler, A. P., et al. (1977) Biochemistry 16, 4757: Zingsheim, H.P., et al. (1977) J. Mol. Biol. 115, 565), the other where a double layer of repressors bind to a single side of the DNA. Removal of the amino-terminal regions from the repressor decreased the fluorescence from bound Ans by 77%. The amino-terminal fragments alone did not enhance Ans fluorescence.