Transcription factor A (TFAM) functions as a DNA packaging factor in mammalian mitochondria. TFAM also binds sequence-specifically to sites immediately upstream of mitochondrial promoters, but there are conflicting data regarding its role as a core component of the mitochondrial transcription machinery. We here demonstrate that TFAM is required for transcription in mitochondrial extracts as well as in a reconstituted in vitro transcription system. The absolute requirement of TFAM can be relaxed by conditions that allow DNA breathing, i.e., low salt concentrations or negatively supercoiled DNA templates. The situation is thus very similar to that described in nuclear RNA polymerase II-dependent transcription, in which the free energy of supercoiling can circumvent the need for a subset of basal transcription factors at specific promoters. In agreement with these observations, we demonstrate that TFAM has the capacity to induce negative supercoils in DNA, and, using the recently developed nucleobase analog FRET-pair tC O -tC nitro , we find that TFAM distorts significantly the DNA structure. Our findings differ from recent observations reporting that TFAM is not a core component of the mitochondrial transcription machinery. Instead, our findings support a model in which TFAM is absolutely required to recruit the transcription machinery during initiation of transcription.T he mtDNA is a double-stranded circular molecule that encodes 22 tRNAs, 2 rRNAs, and 13 subunits of the respiratory chain. Transcription is initiated from two sites, the light-and heavy-strand promoters (LSP and HSP1, respectively), and proceeds to produce near genome-length polycistronic transcripts, which are subsequently processed to generate the individual RNA molecules (1). Transcription from LSP also produces the RNA primers required for initiation of mtDNA replication at the origin of the heavy strand (2-4). In vivo experiments have identified a second transcription initiation site (HSP2) downstream of HSP1, but the sequence requirements of this promoter remain to be defined (5, 6).In budding yeast, the basic machinery for mtDNA transcription consists only of two factors: the mitochondrial RNA polymerase (Rpo41) and its accessory factor Mtf1, also denoted sc-mtTFB (1). In mammalian cells, it has been reported that mitochondrial transcription also requires the transcription factor A (TFAM), a high-mobility group-box (HMG) protein (7,8). TFAM plays a role as an mtDNA packaging factor that can bind, wrap, and bend DNA in a non-sequence-specific manner (9-12). TFAM also binds sequence-specifically to sites upstream (−15 to −35) of the HSP1 and LSP transcription start sites (13,14). The human mitochondrial RNA polymerase (POLRMT) is distantly related to the bacteriophage T7 RNA polymerase and has the capacity to recognize promoter elements (14). In combination, POLRMT, TFAM, and the mammalian Mtf1 homolog TFB2M can initiate transcription from a promoter-containing DNA fragment in vitro (15). TFB2M forms a heterodimeric complex with POLRMT and in...