Varicella-zoster virus (VZV), human herpesvirus 3, is a member of the Alphaherpesvirinae and is the etiologic agent of two distinct clinical syndromes in humans: chicken pox (varicella), occurring during primary infection, and shingles (zoster), occurring after reactivation from latency (12). The VZV genome is a 125-kb linear double-stranded DNA molecule and is predicted to code for at least 71 proteins. The viral DNA is made up of long and short unique segments designated U L and U S , respectively, both of which are bounded by inverted and terminal repeat sequences IR s /TR s (14). The VZV genome contains two copies of an origin of DNA replication (OriS), flanked by ORF62 and ORF63 genes, within the IR s /TR s repeats bounding the U S segment (13,14,57,58). VZV has been shown to encode homologues of all seven viral gene products required for herpes simplex virus type 1 (HSV-1) DNA replication. These include the viral DNA polymerase and its associated processivity factor, a heterotrimeric helicase/primase complex, a single-strand DNA-binding protein (SSB), and a site-specific origin-binding protein (OPB) (20). However, while the two viruses have similar genomic organizations and encode similar DNA replication factors, the architecture of the VZV and HSV-1 OriS regions differs significantly (Fig. 1A).The two VZV OriS contain an AT-rich palindrome and three 10-bp consensus binding sites [5Ј-C(G/A)TTCGCACT-3Ј] for the VZV OBP encoded by VZV ORF51 (57, 59). These binding sites, designated Boxes A, B, and C, all are located upstream of the AT-rich palindrome. They are identical (Boxes A and B) or nearly identical (Box C) to the consensus binding site for the HSV-1 U L 9 OBP, with which the VZV ORF51 OBP shares 54.8% similarity and 46.5% identity (7,30,59). In addition to these cis elements, there is a characteristic GA-rich sequence immediately downstream of the AT-rich region in the VZV origin which is not present in the HSV-1 origin (14,19).All three OBP binding sites in the VZV origin are oriented in the same direction and are present on the same strand of the viral DNA. In contrast, in the HSV-1 OriS, binding sites for the UL9 OBP (Boxes I, II, and III) occur both upstream and downstream of the AT-rich region. Boxes I and II are located upstream and downstream on opposite strands of the DNA and are oriented in opposite directions. Box III is located upstream of Box I but is oriented in the same direction and occurs on the same DNA strand as Box II. Mutational analysis has shown that efficient HSV-1 origin-dependent DNA replication requires the presence of all three UL9 binding sites as well as the central AT-rich region (3,15,22,38,45,58,61).