Trypanosomes have an unusual mitochondrial genome, called kinetoplast DNA, that is a giant network containing thousands of interlocked minicircles. During kinetoplast DNA synthesis, minicircles are released from the network for replication as -structures, and then the free minicircle progeny reattach to the network. We report that a mitochondrial protein, which we term p38, functions in kinetoplast DNA replication. RNA interference (RNAi) of p38 resulted in loss of kinetoplast DNA and accumulation of a novel free minicircle species named fraction S. Fraction S minicircles are so underwound that on isolation they become highly negatively supertwisted and develop a region of Z-DNA. p38 binds to minicircle sequences within the replication origin. We conclude that cells with RNAi-induced loss of p38 cannot initiate minicircle replication, although they can extensively unwind free minicircles.Kinetoplast DNA (kDNA) is the unusual mitochondrial genome of Trypanosoma brucei and related parasites (13,15,34). kDNA contains several thousand minicircles and a few dozen maxicircles catenated into a giant network. Each cell has one network, condensed into a disk-shaped structure, residing in the single mitochondrion. Maxicircles encode rRNAs and mRNAs for mitochondrial proteins, such as subunits of respiratory complexes, and minicircles encode guide RNAs that are templates for editing of maxicircle transcripts (15, 37).The network structure of kDNA requires a complex and unusual replication mechanism. One important feature of this mechanism is that many of the replication proteins are localized in discrete positions within or near the kDNA disk (13). Another key feature is that replication occurs during a distinct phase of the cell cycle, nearly concurrent with the nuclear S phase (44). The current working model of minicircle replication is outlined in the following paragraph.When replication begins, individual covalently closed minicircles are released from the network, by a topoisomerase, into a region of the mitochondrial matrix between the kDNA disk and the mitochondrial membrane near the flagellar basal body (3). Within this region, called the kinetoflagellar zone, the minicircles encounter proteins such as the origin recognition protein (universal minicircle sequence binding protein [UMSBP]) (1, 39), primase (12), and two DNA polymerases (11). Interaction of these and other proteins with the minicircle promotes unidirectional replication as -structures (26). The progeny minicircles are thought to segregate in the kinetoflagellar zone and then migrate to two antipodal sites, protein assemblies flanking the kDNA disk and positioned 180°apart (7). Within the antipodal sites, the next steps of replication occur. These include removal of RNA primers by structurespecific endonuclease-1 (6), filling in most (but not all) of the gaps between Okazaki fragments by DNA polymerase  (38), and sealing the resulting nicks by DNA ligase k (2). Then a topoisomerase II reattaches the progeny minicircles, still containing at least one ...