The regulation of bacteriophage T4 middle and late gene expression involves previously unrecognized mechanisms. Middle transcription requires a DNA-binding transcriptional activator and a sigma 70-binding co-activator. The coupling of late transcription to DNA replication is effected by a DNA-tracking protein that is loaded onto DNA by an assembly factor at enhancer-like entry sites. Late transcription also requires an RNA polymerase core-binding co-activator. The co-activators of T4 middle and late transcription share the property of depressing unactivated, basal transcription.