f This paper describes the transcriptional adaptations of nongrowing, retentostat cultures of Lactococcus lactis to starvation. Near-zero-growth cultures ( ؍ 0.0001 h ؊1 ) obtained by extended retentostat cultivation were exposed to starvation by termination of the medium supply for 24 h, followed by a recovery period of another 24 h by reinitiating the medium supply to the retentostat culture. During starvation, the viability of the culture was largely retained, and the expression of genes involved in transcription and translational machineries, cell division, and cell membrane energy metabolism was strongly repressed. Expression of these genes was largely recovered following the reinitiation of the medium supply. Starvation triggered the elevated expression of genes associated with synthesis of branched-chain amino acids, histidine, purine, and riboflavin. The expression of these biosynthesis genes was found to remain at an elevated level after reinitiation of the medium supply. In addition, starvation induced the complete gene set predicted to be involved in natural competence in L. lactis KF147, and the elevated expression of these genes was sustained during the subsequent recovery period, but our attempts to experimentally demonstrate natural transformation in these cells failed. Mining the starvation response gene set identified a conserved cis-acting element that resembles the lactococcal CodY motif in the upstream regions of genes associated with transcription and translational machineries, purine biosynthesis, and natural transformation in L. lactis, suggesting a role for CodY in the observed transcriptome adaptations to starvation in nongrowing cells.L actococcus lactis has a long history of use in the manufacturing of fermented foods. In particular, dairy starter cultures containing L. lactis are important for primary acidification of cheese milk. In addition, L. lactis contributes to the texture and formation of flavor in cheese, which are key determinants of the product's sensory quality (1, 2). Next to these industrial food fermentation applications, L. lactis is frequently found in other environments, such as (decaying) plant material, especially when nutrients become available as a consequence of primary degradation of plant polymers by other microorganisms, including yeasts and fungi (3).In nature, microbial populations mostly live in nutrient-limiting conditions due to low carbon and energy source availability (4). Under these environmental conditions, microbes either develop adaptive responses to high-affinity substrate acquisition or scavenge the ecosystem for alternative nutrients, resulting in a survival advantage (5). Similarly, in industrial fermentation applications, microbes may encounter restricted access to carbon sources for longer periods of time. For example, lactic acid bacteria (LAB) encounter long periods of low or no carbon availability during the ripening of dried sausages (6) and cheese (1), but they are able to survive under these conditions during months of ripening (6,7,...