Human cytomegalovirus (HCMV) persists as a subclinical, lifelong infection in the normal human host, but reactivation from latency in immunocompromised subjects results in serious disease. Latency and reactivation are defining characteristics of the herpesviruses and are key to understanding their biology; however, the precise cellular sites in which HCMV is carried and the mechanisms regulating its latency and reactivation during natural infection remain poorly understood. Here we present evidence, based entirely on direct analysis of material isolated from healthy virus carriers, to show that myeloid dendritic cell (DC) progenitors are sites of HCMV latency and that their ex vivo differentiation to a mature DC phenotype is linked with reactivation of infectious virus resulting from differentiation-dependent chromatin remodeling of the viral major immediate-early promoter. Thus, myeloid DC progenitors are a site of HCMV latency during natural persistence, and there is a critical linkage between their differentiation to DC and transcriptional reactivation of latent virus, which is likely to play an important role in the pathogenesis of HCMV infection. P rimary infection of healthy individuals with human cytomegalovirus (HCMV) is often asymptomatic and results in lifelong persistence in the host, a characteristic of all herpes viruses. However, primary infection and reactivation of latent HCMV causes serious disease in immunosuppressed transplant recipients and in advanced HIV infection (1-3). Transfusionmediated HCMV disease can be prevented by leukocyte depletion (4) of blood, but infectious virus cannot be detected in the blood of healthy carriers, suggesting that HCMV is transmitted as latent virus in the peripheral blood leukocyte population. Accumulating evidence has shown that HCMV is carried latently in mononuclear cells of the myeloid lineage during lifelong latency in naturally infected individuals (5-8). Differentiation of monocytes to macrophages in vitro is reported to induce immediate-early (IE) lytic gene expression from latent virus (9), and groups have intermittently reported that infectious virus can be recovered after differentiation of monocytes to macrophages through explant culture (10) and, more recently, by allogeneic T cell stimulation (11), suggesting that reactivation of latent virus is associated with both the differentiation and activation state of myeloid cells.The major IE genes of HCMV, driven by the viral major IE promoter͞enhancer (MIEP), are the two most abundantly transcribed genes at IE times of virus lytic infection (12), and their proteins play a critical role in control of viral early and late gene expression (for review, see ref. 12). Consistent with the differentiation-dependent induction of IE gene expression observed above, there is a clear correlation between the differentiation state of the cell and the regulation of HCMV IE gene expression in vitro. Thus, in transfection assays, the MIEP is transcriptionally repressed in undifferentiated but transcriptionally active ...