The two-component response regulator RisA, encoded by open reading frame BP3554 in the Bordetella pertussis Tohama I genomic sequence, is a known activator of vrg genes, a set of genes whose expression is increased under the same environmental conditions (known as modulation) that result in repression of the bvgAS virulence regulon. Here we demonstrate that RisA is phosphorylated in vivo and that RisA phosphorylation is required for activation of vrg genes. An adjacent histidine kinase gene, risS, is truncated by frameshift mutation in B. pertussis but not in Bordetella bronchiseptica or Bordetella parapertussis. Neither deletion of risS= or bvgAS nor phenotypic modulation with MgSO 4 affected levels of phosphorylated RisA (RisAϳP) in B. pertussis. However, RisA phosphorylation did require the histidine kinase encoded by BP3223, here named RisK (cognate histidine kinase of RisA). RisK was also required for expression of the vrg genes. This requirement could be obviated by the introduction of the phosphorylation-mimicking RisA D60E mutant, indicating that an active conformation of RisA, but not phosphorylation per se, is crucial for vrg activation. Interestingly, expression of vrg genes is still modulated by MgSO 4 in cells harboring the RisA D60E mutation, suggesting that the activated RisA senses additional signals to control vrg expression in response to environmental stimuli. IMPORTANCE In B. pertussis, the BvgAS two-component system activates the expression of virulence genes by binding of BvgAϳP to their promoters. Expression of the reciprocally regulated vrg genes requires RisA and is also repressed by the Bvgactivated BvgR. RisA is an OmpR-like response regulator, but RisA phosphorylation was not expected because the gene for its presumed, cooperonic, histidine kinase is inactivated by mutation. In this study, we demonstrate phosphorylation of RisA in vivo by a noncooperonic histidine kinase. We also show that RisA phosphorylation is necessary but not sufficient for vrg activation but, importantly, is not affected by BvgAS status. Instead, we propose that vrg expression is controlled by BvgAS through its regulation of BvgR, a cyclic di-GMP (c-di-GMP) phosphodiesterase.KEYWORDS Bordetella pertussis, global virulence regulation, two-component regulatory systems, in vivo phosphorylation, transcriptional activation, Bvg-repressed gene, BvgAS, c-di-GMP B acteria widely employ two-component sensory transduction systems (TCSs) to sense environmental stimuli and mediate an adaptive response thereto. A typical TCS comprises a transmembrane sensor histidine kinase (HK), which undergoes autophosphorylation of its cytoplasmic domains upon sensing signals via its extracytoplasmic domain(s), and a cognate cytoplasmic response regulator (RR). The RR can accept phosphate from its cognate autophosphorylated HK and typically undergoes a conformational change leading to transcriptional activation of specific genes that correspond