A novel SmtB/ArsR family metalloregulator, denoted BxmR, has been identified and characterized from the cyanobacterium Oscillatoria brevis. Genetic and biochemical evidence reveals that BxmR represses the expression of both bxa1, encoding a CPx-ATPase metal transporter, as well as a divergently transcribed operon encoding bxmR and bmtA, a heavy metal sequestering metallothionein. Derepression of the expression of all three genes is mediated by both monovalent (Ag(I) and Cu(I)) and divalent (Zn(II) and Cd(II)) heavy metal ions, a novel property among SmtB/ArsR metal sensors. Electrophoretic gel mobility shift experiments reveal that apoBxmR forms multiple resolvable complexes with oligonucleotides containing a single 12-2-12 inverted repeat derived from one of the two operator/promoter regions with similar apparent affinities. Preincubation with either monovalent or divalent metal ions induces disassembly of both the BxmR-bxa1 and BxmR-bxmR/ bmtA operator/promoter complexes. Interestingly, the temporal regulation of expression of bxa1 and bmtA mRNAs is different in O. brevis with bxa1 induced first upon heavy metal treatment, followed by bmtA/bxmR. A dynamic interplay among Bxa1, BmtA, and BxmR is proposed that maintains metal homeostasis in O. brevis by balancing the relative rates of metal storage and efflux of multiple heavy metal ions.Transition metal ions such as zinc, copper, iron, and manganese are essential trace elements that play integral catalytic functions in myriad metalloenzymes and electron transfer in all organisms (1-3). However, they are required only in trace amounts and, when present in excess in the environment, even essential metals can be cytotoxic, like heavy metal pollutants (4 -6). All organisms have evolved a range of mechanisms that govern metal homeostasis, defined as maintaining the intracellular bioavailable concentrations of essential metal ions within a range compatible with cell viability (7-9). Multiple lines of evidence from the past decade reveal that heavy metal homeostasis is maintained in all organisms by a small number of critical processes that include metal sensing, chelation, and transport (10 -18).Two distinct mechanisms play prominent roles in governing metal ion homeostasis and resistance in many organisms. One involves the uptake or efflux of specific heavy metal ions across biomembranes, mediated by ATP-coupled high affinity metal ion transporters such as those derived from the CPx-ATPase family (19 -21). Another mechanism involves the specific chelation of metal ions by intracellular chelators, e.g. metallothioneins (MTs), 1 now known to be widely distributed in nature (13,22,23). To meet the diverse biological requirements of specific metal ions, various strategies have evolved to regulate the transcription of genes encoding these heavy metal homeostasis proteins. In prokaryotes, the expression of these genes is tightly controlled by specific metalloregulators or "metal-sensing" transcriptional regulators (12,24,25). One such family of homologous metal sensor pro...