Staphylococcus aureus is an important opportunistic pathogen and is the etiological agent of many hospital-and community-acquired infections. The golden pigment, staphyloxanthin, of S. aureus colonies distinguishes it from other staphylococci and related Gram-positive cocci. Staphyloxanthin is the product of a series of biosynthetic steps that produce a unique membrane-embedded C 30 golden carotenoid and is an important antioxidant. We observed that a strain with an inducible airR overexpression cassette had noticeably increased staphyloxanthin production compared to the wild-type strain under aerobic culturing conditions. Further analysis revealed that depletion or overproduction of the AirR response regulator resulted in a corresponding decrease or increase in staphyloxanthin production and susceptibility to killing by hydrogen peroxide, respectively. Furthermore, the genetic elimination of staphyloxanthin during AirR overproduction abolished the protective phenotype of increased staphyloxanthin production in a whole-blood survival assay. Promoter reporter and gel shift assays determined that the AirR response regulator is a direct positive regulator of the staphyloxanthin-biosynthetic operon, crtOPQMN, but is epistatic to alternative sigma factor B. Taken together, these data indicate that AirSR positively regulates the staphyloxanthin-biosynthetic operon crtOPQMN, promoting survival of S. aureus in the presence of oxidants.KEYWORDS: S. aureus, staphyloxanthin, transcriptional regulation, AirSR, twocomponent regulatory systems S taphylococcus aureus is a leading bacterial agent of hospital-and communityacquired infections ranging from infective endocarditis and osteomyelitis to soft tissue infection (1). S. aureus possesses a vast array of adhesion and virulence factors that allow the organism to infect any part of the body and efficiently evade the immune system. S. aureus colonies are orange to golden (hence the species name, aureus), which was previously used as a distinguishing characteristic and is now recognized as the product of an important virulence factor (2).The distinctive golden pigment of S. aureus is the biosynthetic product of crtOPQMN and aldH (3, 4). The final product of this six-enzyme-biosynthetic pathway is a membrane-embedded golden C 30 triterpenoid carotenoid, ␣-D-glucopyranosyl-1-O-(4,4=-diaponeurosporen-4-oate)-6-O-(12-methyltetradecanoate), termed staphyloxanthin (STX) (5). STX is an antioxidant (6) and an important virulence factor of S. aureus, promoting intracellular phagocyte survival, and is linked to resistance to reactive oxygen species (ROS) produced by the NADPH oxidase system within the phagocyte phagosome (2).