Bacteria have developed signaling systems for eliciting a variety of adaptive responses to their environments. These adaptive responses are often mediated by two-component regulatory systems. A typical two-component regulatory system is composed of a histidine kinase sensor residing in the inner membrane and a cognate response regulator in the cytoplasm. Similar systems control the expression of genes for nutrient acquisition, virulence, antibiotic resistance, and numerous other pathways in diverse bacteria (2,17,47,48). There are also analogous signaling systems in cells of eukaryotes, including fungi, amoebae, and plants (19,31,59,60,62). In Escherichia coli, 29 histidine kinase sensors, 32 response regulators, and one HPt (histidine-containing phosphotransmitter) domain protein have been found during analyses of the E. coli K-12 genome (34). Each sensor responds to specific environmental changes to cope with the numerous conditions that E. coli faces. The functions of many of these systems remain undetermined.In a previous study, it was found that the BaeSR two-component system modulates the drug resistance of E. coli by regulating the expression of drug transporter genes (5, 36). The response regulator BaeR modulates the expression of mdtABC and acrD, which encode multidurug exporter systems (15,16,36). Overproduction of BaeR, in the background of a deficiency of the E. coli major multidrug exporter AcrB, confers resistance against -lactams, novobiocin, sodium dodecyl sulfate, and bile salts. However, the physiological role of the BaeSR system has remained unknown.We hypothesized that the BaeSR system controls the expression of a wide range of genes. E. coli microarrays have been successfully used to quantify the entire complement of individual mRNA transcripts (40,46). Therefore, to reveal the whole picture of the BaeSR-controlled genes, a microarray analysis of genes affected by BaeR overproduction was performed in this study. The expression levels of all of the BaeR-affected genes were also investigated by quantitative real-time reverse transcription-PCR (qRT-PCR) analysis. Also, we investigated the effect of baeSR deletion on the levels of expression of genes by qRT-PCR analysis. In order to understand the response of the BaeSR system to signals, we examined the effect of addition of indole on gene expression levels. Combination of these expression data sets revealed a BaeR-binding site sequence motif. Furthermore, we examined the effects of deletion of phoBR or creBC on the levels of expression of the BaeR-induced genes to elucidate the genetic network of the BaeSR system.