The leucine-responsive regulatory protein (Lrp) binds to three sites centered 252, 216, and 152 bp upstream of the transcription start site of the Escherichia coli glutamate synthase operon (gltBDF) and activates transcription. Activators of 70 -dependent promoters usually bind closer to the ؊35 hexamer of the core promoter sequence. To study the mechanism by which Lrp-dependent activation occurs over this relatively large distance, the gltBDF upstream region was sequentially replaced with corresponding portions from the well-characterized 70 -dependent promoter lacZYAp. The glt-lac promoter hybrids were placed upstream of lacZ, allowing transcriptional activity to be monitored via -galactosidase assays. Even replacing all gltBDF sequences downstream of and including the ؊35 hexamer did not eliminate Lrp-dependent activation of transcription. When a 91-bp region between the ؊35 hexamer and the proximal Lrp binding site (؊48 to ؊128) was replaced with heterologous DNA of the same length, transcription was reduced nearly 40-fold. Based on the presence of a consensus binding sequence, this region seemed likely to be a binding site for integration host factor (IHF). Experiments to study the effects of a himD mutant on expression of a gltB::lacZ transcriptional fusion, gel mobility shift analyses, and DNA footprinting assays were used to confirm the direct participation of IHF in gltBDF promoter regulation. Based on these results, we suggest that IHF plays a crucial architectural role, bringing the distant Lrp complex in close proximity to the promoter-bound RNA polymerase.Escherichia coli synthesizes glutamate under ammonia-limiting conditions using the enzymes glutamate synthase, specified by the gltBDF operon, and glutamine synthetase, specified by glnA. The genes gltB and gltD specify the large and small subunits of glutamate synthase, respectively (7), and gltF specifies a protein of unknown function (8,20). The gltBDF operon is positively regulated by the leucine-responsive regulatory protein (Lrp) (12,13) and is transcribed at very low levels in the absence of Lrp (12). The coregulator for Lrp is leucine, and exogenous leucine reduces the expression of gltBDF about twofold, although this level is still substantially above baseline transcription in the absence of Lrp. Thus, relative to more responsive operons, gltBDF is a leucine-independent member of the Lrp regulon (12).There are three Lrp binding sites centered 246, 215, and 152 bp upstream of the gltBDF transcription start site (35); the closest of these sites is ϳ110 bp from the Ϫ35 hexamer. The presence of such distal regulatory sites is unusual in 70 -regulated promoters, although it has precedence in promoters that are recognized by 54 (6, 9, 28). In 54 -dependent promoters, upstream elements or activators binding far upstream of the core promoter sequence are brought closer to the RNA polymerase by a looping mechanism that is sometimes assisted by DNA-bending proteins (9), raising the question of whether additional regulatory proteins are required for...