Capsule-encoding virulence plasmid pXO2 of Bacillus anthracis is predicted to replicate by a unidirectional theta-type mechanism. To gain a better understanding of the mechanism of replication of pXO2 and other plasmids in B. anthracis and related organisms, we have developed a cell-free system based on B. anthracis that can faithfully replicate plasmid DNA in vitro. The newly developed system was shown to support the in vitro replication of plasmid pT181, which replicates by the rolling-circle mechanism. We also demonstrate that this system supports the replication of plasmid pXO2 of B. anthracis. Replication of pXO2 required directional transcription through the plasmid origin of replication, and increased transcription through the origin resulted in an increase in plasmid replication.In vitro replication systems provide important tools for the study of DNA replication. Rolling-circle (RC)-replicating plasmids are ubiquitous in gram-positive bacteria, including the members of the Bacillus cereus group. B. cereus, Bacillus thuringiensis, and Bacillus mycoides contain indigenous RC-replicating plasmids (2, 12, 18), while RC-replicating plasmids of Staphylococcus aureus such as pT181, pC194, and pE194 can also replicate and be established in Bacillus anthracis (1, 24). Members of this group of organisms also contain large plasmids that presumably replicate by the theta-type mechanism (3, 15, 17, 31, 33-35, 38, 41, 43, 44). B. anthracis contains two large virulence plasmids, pXO1 and pXO2, and related plasmids have also been identified in other members of the B. cereus group (3, 15, 17, 31, 33-35, 38, 41, 43, 44). Plasmid pXO1 (181.6 kb) encodes the anthrax toxin proteins termed the protective antigen, lethal factor, and the edema factor (14,16,24,25,32). Plasmid pXO2 (96.2 kb) contains genes involved in capsule production (24,32).Plasmid pXO2 contains sequences that resemble those present in the replication regions of gram-positive plasmids such as pAMâ€1, pAW63, pIP501, and pSM19035, suggesting that pXO2 also belongs to the pAMâ€1 family of plasmids (35). These conjugative plasmids replicate by a theta-type mechanism, and their replication proceeds unidirectionally from the origin (9). We have isolated a pXO2 minireplicon containing the repS gene and the origin of replication (ori) (42). The RepS protein of pXO2 is 96% identical to the Rep63A protein of plasmid pAW63 and approximately 40% identical to the Rep proteins of plasmids pAMâ€1 and pRE25 of Enterococcus faecalis, pIP501 and pSM19035 of Streptococcus agalactiae, and pPLI100 of Listeria innocua. Similarly, the putative ori of pXO2 (nucleotide [nt] positions 32524 to 32583) is 95% homologous to the postulated ori of pAW63 (34, 44) and has a more limited homology with the ori of pAMâ€1 (42). The RepE protein of pAMâ€1 has been isolated and shown to bind specifically to double-stranded DNA at the origin and nonspecifically to single-stranded DNA (30). The pAMâ€1 ori and the putative ori of pAW63 are located immediately downstream of the RepE coding sequence (8,30,...