The Bradyrhizobium japonicum NifA protein, the central regulator for nitrogen fixation gene expression, is encoded in the fixRnifA operon. This operon is activated during free-living anaerobic growth and in the symbiotic root nodule bacteroid state. In addition, it is expressed in aerobic conditions, albeit at a low level. Here, we report that this pattern of expression is due to the presence of two overlapping promoters: fixRp 1 , which is of the ؊24/؊12 class recognized by the RNA polymerase 54 , and fixRp 2 , which shares homology with the ؊35 and ؊10 regions found in other putative B. japonicum housekeeping promoters. Primer extension analyses showed that fixRp 1 directed the synthesis of a transcript, P1, that starts 12 nucleotides downstream of the ؊12 region. In addition to 54 , P1 was dependent on NifA and low oxygen tension. Transcripts originating from fixRp 2 started at two sites: one coincided with P1, while the most abundant, P2, initiated just two nucleotides further downstream of P1. Expression from fixRp 2 was dependent on the upstream ؊68 promoter region, a region known to bind a putative activator protein, but it was independent of 54 and NifA. This promoter was expressed in aerobic and anaerobic conditions but was not expressed in 30-day-old bacteroids. Mutations in the conserved ؊12 region for the 54 promoter did not show any transcript, because these mutations also disrupted the overlapping ؊10 region of the fixRp 2 promoter. Conversely, mutations at the ؊24 region only affected the 54 -dependent P1 transcript, having no effect on the expression of P2. In the absence of 54 , anaerobic expression from the fixRp 2 promoter was enhanced threefold, suggesting that in the wild-type strain, the two RNA polymerase holoenzymes must compete for binding to the same promoter region.In the soybean root nodule endosymbiont Bradyrhizobium japonicum, as in most of the nitrogen-fixing bacteria, expression of the genes involved in free-living and symbiotic nitrogen fixation (nif and fix) is controlled by the oxygen status of the cell. This control is exerted by regulating both the activity and the synthesis of the central regulatory protein NifA (13,24,29). NifA belongs to the bacterial enhancer-binding protein family of transcriptional regulators that activate promoters recognized by the RNA polymerase holoenzyme containing the alternative sigma factor 54 (E 54 ) (15,21). The 54 promoters are unique among the prokaryotic promoters in having two closely spaced conserved sequences, centered at Ϫ12 and Ϫ24 bp from the transcription start, instead of the more common Ϫ10 and Ϫ35 boxes found in most of the prokaryotic promoters (23,27