The two-component system SaeRS of Staphylococcus aureus is closely involved in the regulation of major virulence factors. However, little is known about the signals leading to saeRS activation. A total of four overlapping transcripts (T1 to T4) from three different transcription starting points are expressed in the sae operon. We used a -galactosidase reporter assay to characterize the putative promoter regions within the saeRS upstream region. The main transcript T2 is probably generated by endoribonucleolytic processing of the T1 transcript. Only two distinct promoter elements (P1 and P3) could be detected within the saeRS upstream region. The P3 promoter, upstream of saeRS, generates the T3 transcript, includes a cis-acting enhancer element and is repressed by saeRS. The most distal P1 promoter is strongly autoregulated, activated by agr, and repressed by sigma factor B. In strain Newman a mutation within the histidine kinase SaeS leads to a constitutively activated sae system. Evaluation of different external signals revealed that the P1 promoter in strain ISP479R and strain UAMS-1 is inhibited by low pH and high NaCl concentrations but activated by hydrogen peroxide. The most prominent induction of P1 was observed at subinhibitory concentrations of ␣-defensins in various S. aureus strains, with the exception of strain ISP479R and strain COL. P1 was not activated by the antimicrobial peptides LL37 and daptomycin. In summary, the results indicate that the sensor molecule SaeS is activated by alteration within the membrane allowing the pathogen to react to phagocytosis related effector molecules.Staphylococcus aureus asymptomatically colonizes the noses of healthy individuals but also causes a variety of infections in humans. Polymorphonuclear neutrophils (PMNs) provide an effective line of defense against infections. However, S. aureus has developed a variety of mechanisms to avoid being killed by PMNs, including the expression of a number of immune modulators and toxins (for a review, see reference 8). The expression of most virulence and adherence factors is directly or indirectly influenced by diverse regulators such as agr, the alternative sigma factor B (SigB), sarA homologues or sae (for reviews, see references 4, 6, 17, and 32). Within this network sae appears to be a central downstream regulator that controls the expression of major virulence genes such as hla (coding for alpha-hemolysin), coa (coding for coagulase), or fnbA (coding for fibronectin-binding protein A) (11,33,39). Microarray analysis and proteomics have revealed that most of the genes activated by sae are involved in bacterial adhesion, immune modulation, or toxicity (25,29,38). In addition, the importance of gene regulation by sae in vivo was shown in several animal models (3,15,16,29,43).The sae locus consists of four open reading frames, two of which (saeR and saeS) show strong sequence homology to response regulators and to histidine kinases (HKs) of bacterial two-component regulators (10). Two additional open reading frames, saeP ...