The third and fourth AUG codons in GCN4 mRNA efficiently repress translation of the GCN4-coding sequences under normal growth conditions. The first AUG codon is -30-fold less inhibitory and is required under amino acid starvation conditions to override the repressing effects of AUG codons 3 and 4. lacZ fusions constructed to functional, elongated versions of the first and fourth upstream open reading frames (URFs) were used to show that AUG codons 1 and 4 function similarly as efficient translational start sites in vivo, raising the possibility that steps following initiation distinguish the regulatory properties of URFs 1 and 4. In accord with this idea, we observed different consequences of changing the length and termination site of URF1 versus changing those of URFs 3 and 4. The latter were lengthened considerably, with little or no effect on regulation. In fact, the function of URFs 3 and 4 was partially reconstituted with a completely heterologous URF. By contrast, certain mutations that lengthen URF1 impaired its positive regulatory function nearly as much as removing its AUG codon did. The same mutations also made URF1 a much more inhibitory element when it was present alone in the mRNA leader. These results strongly suggest that URFs 1 and 4 both function in regulation as translated coding sequences. To account for the phenotypes of the URF1 mutations, we suggest that most ribosomes normally translate URF1 and that the mutations reduce the number of ribosomes that are able to complete URF1 translation and resume scanning downstream. This effect would impair URF1 positive regulatory function if ribosomes must first translate URF1 in order to overcome the strong translational block at the 3'-proximal URFs. Because URFl-lacZ fusions were translated at the same rate under repressing and derepressing conditions, it appears that modulating initiation at URF1 is not the means that is used to restrict the regulatory consequences of URF1 translation to starvation conditions. The GCN4 protein of Saccharomyces cerevisiae stimulates the transcription of genes encoding amino acid biosynthetic enzymes in response to starvation for any amino acid (for a review, see reference 7). Activation of gene expression occurs as the result of increased synthesis of GCN4 under starvation conditions. Regulation of GCN4 expression in response to amino acid availability is mediated by positive (GCN) and negative (GCD) trans-acting factors (4,6,8). Each of four AUG codons present in the leader of GCN4 mRNA initiates a short open reading frame of only two or three codons before an in-frame termination codon is reached (5, 27). Removal of all four upstream AUG codons by deletion or point mutations leads to constitutive derepression of GCN4, independent of the GCN and GCD gene products that normally regulate its expression. The AUG mutations have no effect on the steady-state level of GCN4 mRNA. These results indicate that the upstream AUG codons mediate translational control of GCN4 expression by GCN and GCD regulatory factors (20,21,2...