DNA coding for bacteriophage T7 RNA polymerase (T7-RNAP) was inserted into a positive selection-vector form of the T4 genome, placing it under the control of bacteriophage T4 ipIII promoters. The recombinant T4 T7-RNAP fusion phage retained infectivity and produced T7-RNAP in infected cells. Fusion genes were constructed by insertion into a plasmid containing an iPIII (encoding internal protein III) target portion and a bacteriophage T7 promoter region. When Escherichia coli cells containing the plasmid were infected with the T4 T7-RNAP re-phage, the bacteria produced fusion protein at high levels. The newly synthesized T4 T7-RNAP re-phage progeny package and process the fusion protein into the phage capsid during head morphogenesis. In this paper, we demonstrate that truncated T4 internal protein IPIII, human IPIII βGlo (β-globin) fusion protein, E. coli IPIII βGlo βGal (β-galactosidase) triple-fusion protein and IPIII V3 fusion protein (human immunodeficiency virus envelope protein gp120 V3 region) are expressed at high levels by T4 T7-RNAP induction. With IPIII βGlo, expression-packaging-processing (EPP) occurs simultaneously with T4 T7-RNAP re-phage infection. We also demonstrate that T4 T7-RNAP re-phage stabilize unstable proteins such as the X90 fragment of βGal, thought to be degraded by the lon protease. An unstable 20-kDa fragment of the large subunit of human cytochrome b 5 5 8 , an integral membrane protein in phagocytes, is subject to proteolytic degradation even when produced in the lon-deficient BL21 strain. However, upon induction with T4 T7-RNAP re-phage, the 20-kDa protein is produced intact. Thus, T4 T7-RNAP re-phage appear to provide a simple, rapid and universal means of producing proteins in high yield, packaging and processing IPIII fusion proteins into easily manipulated phage capsids, and protecting proteins from proteolysis.