Cytotoxicity is an important virulence determinant in the pathogenesis of Vibrio vulnificus, and two cytotoxins, RTX (encoded by rtxA1) and cytolysin/hemolysin (encoded by vvhA), have been identified in this organism. We showed that the quorum-sensing regulator LuxO controlled the cytotoxicity of this organism: a ⌬luxO mutant exhibited low cytotoxicity, whereas a constitutively activated luxO mutant, luxO(D47E), remained highly cytotoxic. The cytotoxicity of the ⌬luxO mutant was restored when smcR, a Vibrio harveyi luxR homologue repressed by luxO, was further deleted. SmcR then was shown to repress the expression of both rtxA1 and vvhA. A DNA library of V. vulnificus was screened in Escherichia coli for clones that upregulated vvhA in the presence of SmcR, and hlyU, which has been shown to positively regulate rtxA1 and vvhA, was identified. We demonstrated that SmcR repressed the expression of hlyU and bound to a region upstream of hlyU in V. vulnificus. The deletion of hlyU resulted in the loss of cytotoxicity and reduced cytolysin/hemolysin production in the ⌬smcR mutant. The ⌬smcR ⌬hlyU mutant regained cytotoxicity and cytolysin/hemolysin activity when hns, which has been shown to repress the transcription of rtxA1 and interfere with hlyU, was further removed. Collectively, our data suggest that SmcR mediates the regulation of cytotoxicity by quorum-sensing signaling in V. vulnificus by repressing hlyU, an activator of rtxA1 and vvhA.Vibrio vulnificus, a Gram-negative marine bacterium, is an opportunistic pathogen causing septicemia and wound infection in humans; it has a high mortality rate, particularly in those who suffer from chronic liver diseases or are immunocompromised. This organism produces two major cytotoxins, cytolysin/hemolysin (encoded by vvhA) and RTX (repeats in toxin; encoded by rtxA1), that are implicated in its virulence (19,29). The cytolysin/hemolysin, which is an extracellular product, is lethal for mice at submicrogram levels. It lyses erythrocytes, increases vascular permeability (resulting in extensive extracellular edema in guinea pig skin), damages capillary endothelial cells, and causes mild inflammatory cell infiltration (7,8). The RTX toxin, which forms pores on cell membranes only after the contact of the bacterium with the host cell (12, 13), is required for V. vulnificus virulence in mice by promoting bacterial colonization at the infection site and subsequent invasion into the bloodstream (12, 15).Several regulators of vvhA and rtxA1 have been identified (1, 19). HlyU, which was identified by in vivo-induced antigen technology and is essential for V. vulnificus virulence in mice (11,19), is required for the expression of vvhA and rtxA1 and binds directly to a region upstream of the operon where rtxA1 is located (19,20).Quorum-sensing (QS) signaling, which is widely used by bacteria to communicate with each other, regulates the virulence genes in a variety of microorganisms, including Vibrio species (23, 30). In Vibrio cholerae, the signals transduced from at least three QS ...