DNA-BINDING repressor proteins mediate regulation of yeast genes by cell type (Mcm1/alpha 2 and a1/alpha 2), glucose (Mig1) and oxygen (Rox1) (refs 1-4 respectively). An unusual feature of all these regulatory pathways is that transcriptional repression requires two physically associated proteins(5) that do not bind DNA Cyc8(Ssn6) and Tup1. The Cyc8-Tup1 complex has been proposed to be a corepressor that is recruited to target promoters by pathway-specific DNA-binding proteins(6), but the specific functions of the individual proteins are unknown. Here we show that when it is bound upstream of a functional promoter through the LexA DNA-binding domain, Tup1 represses transcription in the absence of Cyc8. Deletion analysis indicates that Tup1 contains at least two non-overlapping transcriptional repression regions with minimal primary sequence similarity, and a separable Cyc8-interaction domain. These Tup1 domains, which do not include the beta-transducin motifs(7), are necessary and partially sufficient for Tup1 function. We suggest that Tup1 performs the repression function of the Cyc8-Tup1 co-repressor complex, and that Cyc8 serves as a link with the pathway-specific DNA-binding proteins.