Two distinct but interrelated pheromone-signaling systems, LuxI/LuxR and AinS/AinR, positively control bioluminescence in Vibrio fischeri. Although each system generates an acyl-homoserine lactone (AHL) signal, the protein sequences of LuxI/LuxR and AinS/AinR are unrelated. AinS and LuxI generate the pheromones N-octanoyl-AHL (C 8 -AHL) and N-3-oxo-hexanoyl-AHL (3OC 6 -AHL), respectively. LuxR is a transcriptional activator that responds to 3OC 6 -AHL, and to a lesser extent to C 8 -AHL. AinR is hypothesized to respond to C 8 -AHL and, based on homology to Vibrio harveyi LuxN, to mediate the repression of a Qrr regulatory RNA. However, a âŹainR mutation decreased luminescence, which was not predicted based on V. harveyi LuxN, raising the possibility of a distinct regulatory mechanism for AinR. Here we show that ainR can complement a luxN mutant, suggesting functional similarity. Moreover, in V. fischeri, we observed ainR-dependent repression of a P qrr -lacZ transcriptional reporter in the presence of C 8 -AHL, consistent with its hypothesized regulatory role. The system appears quite sensitive, with a half-maximal effect on a P qrr reporter at 140 pM C 8 -AHL. Several other AHLs with substituted and unsubstituted acyl chains between 6 and 10 carbons also displayed an AinR-dependent effect on P qrr -lacZ; however, AHLs with acyl chains of four carbons or 12 or more carbons lacked activity. Interestingly, 3OC 6 -AHL also affected expression from the qrr promoter, but this effect was largely luxR dependent, indicating a previously unknown connection between these systems. Finally, we propose a preliminary explanation for the unexpected luminescence phenotype of the âŹainR mutant.