Understanding the evolution of the free-living, cyanobacterial, diazotroph Trichodesmium is of great importance because of its critical role in oceanic biogeochemistry and primary production. Unlike the other >150 available genomes of free-living cyanobacteria, only 63.8% of the Trichodesmium erythraeum (strain IMS101) genome is predicted to encode protein, which is 20-25% less than the average for other cyanobacteria and nonpathogenic, free-living bacteria. We use distinctive isolates and metagenomic data to show that low coding density observed in IMS101 is a common feature of the Trichodesmium genus, both in culture and in situ. Transcriptome analysis indicates that 86% of the noncoding space is expressed, although the function of these transcripts is unclear. The density of noncoding, possible regulatory elements predicted in Trichodesmium, when normalized per intergenic kilobase, was comparable and twofold higher than that found in the gene-dense genomes of the sympatric cyanobacterial genera Synechococcus and Prochlorococcus, respectively. Conserved Trichodesmium noncoding RNA secondary structures were predicted between most culture and metagenomic sequences, lending support to the structural conservation. Conservation of these intergenic regions in spatiotemporally separated Trichodesmium populations suggests possible genus-wide selection for their maintenance. These large intergenic spacers may have developed during intervals of strong genetic drift caused by periodic blooms of a subset of genotypes, which may have reduced effective population size. Our data suggest that transposition of selfish DNA, low effective population size, and high-fidelity replication allowed the unusual "inflation" of noncoding sequence observed in Trichodesmium despite its oligotrophic lifestyle. marine microbiology | oligotrophic | evolution genomics | nitrogen fixation T he low availability of N (and fixed carbon) in the midlatitude upper oceans provides an important niche for autotrophic organisms that can fix atmospheric nitrogen, which can exert control over global primary production (1-3). Nitrogen fixation is a prokaryotic process with a high-energy demand, and oceanic cyanobacteria are known to be significant sources of this "new" nitrogen (nitrogen that is fixed from the atmosphere or NO 3 advected from depth) (4, 5). Molecular field data have shown that a handful of cyanobacterial diazotrophs responsible for oligotrophic nitrogen fixation can reach relatively high cell numbers (6-12) and be of significant biogeochemical importance (13-16). These include photosynthetic free-living forms, such as the filamentous Trichodesmium and the unicellular Crocosphaera and Cyanothece, and photosynthetic and nonphotosynthetic symbiotic forms, such as heterocystous Richelia and Candidatus Atelocyanobacterium thalassa (3,5,17).Trichodesmium cells can grow either as trichomes (i.e., filaments) or aggregates and form three types of classically described colonies, including radial puffs, vertically aligned fusiform tufts, and bowties (...