The general stress factor S (RpoS) in Escherichia coli is controlled at the levels of transcription, translation, and proteolysis. Here we demonstrate that the phosphorylated response regulator ArcA is a direct repressor of rpoS transcription that binds to two sites flanking the major rpoS promoter, with the upstream site overlapping an activating cAMP-CRP-binding site. The histidine sensor kinase ArcB not only phosphorylates ArcA, but also the S proteolytic targeting factor RssB, and thereby stimulates S proteolysis. Thus, ArcB/ArcA/RssB constitute a branched "three-component system", which coordinates rpoS transcription and S proteolysis and thereby maintains low S levels in rapidly growing cells. We suggest that the redox state of the quinones, which controls autophosphorylation of ArcB, not only monitors oxygen but also energy supply, and we show that the ArcB/ArcA/RssB system is involved in S induction during entry into starvation conditions. Moreover, this induction is enhanced by a positive feedback that involves S -dependent induction of ArcA, which further reduces S proteolysis, probably by competing with RssB for residual phosphorylation by ArcB. [Keywords: Histidine sensor kinase; response regulator; RNA polymerase; RpoS; starvation; stress] Controlled proteolysis of key regulatory factors in response to cellular and environmental signals plays a crucial role both in eukaryotic and prokaryotic cells. One of the most prominent prokaryotic examples is the degradation of the S (RpoS) subunit of RNA polymerase (RNAP) in rapidly growing Escherichia coli cells, which is inhibited in response to several stress conditions: e.g., starvation, hyperosmotic shift, or pH downshift (for a summary of S regulation, see Hengge-Aronis 2002). This results in a rapid increase of the cellular concentration of S , which competes with the vegetative subunit 70 , and thereby induces the general stress response (Hengge-Aronis 2000), which affects the expression of ∼10% of the E. coli genes (Weber et al. 2005). In parallel, rpoS transcription can be enhanced in response to poor nutritional conditions and reduced growth rates (Hengge-Aronis 2002). In addition, the efficiency of rpoS mRNA translation is controlled by various stress-sensing mechanisms that involve small regulatory RNAs and the Hfq protein (Repoila et al. 2003). Whether these levels of control operate independently and additively or are somehow coordinated, is still an open question.The present study started from the question of how S proteolysis is regulated. S degradation requires the complex ATP-dependent ClpXP protease as well as the response regulator RssB, which, in its phosphorylated form, binds to S (thereby exposing a ClpX-binding site in S ), delivers S to ClpXP, and is released from the complex (Becker et al. 1999;Klauck et al. 2001;Zhou et al. 2001). Thus, RssB acts as a proteolytic recognition or targeting factor for S . This process is regulated by various mechanisms that affect specific substrate, i.e., S recognition, and can integrate different ...