2The initiation of transcription is a complex process involving many different steps. These steps are all potential control points for regulating gene expression, and many have been exploited by bacteria to give rise to sophisticated regulatory mechanisms that allow the cell to adapt to changing growth regimens. Before they can transcribe from specific DNA promoter sequences, bacterial core RNA polymerases (with subunit composition ␣ 2 Ј) must combine with a dissociable sigma subunit () to form RNA polymerase holoenzyme (␣ 2 Ј). Since the discovery of factors (6), it has become clear that these proteins are central to the function of the RNA polymerase holoenzyme. The reversible binding of alternative factors allows formation of different holoenzymes able to distinguish groups of promoters required for different cellular functions. In addition to double-strand DNA promoter recognition and binding, proteins are closely involved in promoter melting (e.g., references 31,36,49,51,74,76,128), inhibit nonspecific initiation, are targets for activators, and control early transcription through promoter clearance and release from RNA polymerase (48,49,53). Here we describe the functioning of the bacterial 54 -RNA polymerase that is the target for sophisticated signal transduction pathways (103) involving activation via remote enhancer elements (5, 95).Based on structural and functional criteria, the different factors identified in bacteria can be grouped in two classes, one of which has a single member, 54 . Many factors belong to the 70 class, the major factor which is involved in expression of most genes during exponential growth (72). 54 (also called N ) differs both in amino acid sequence and in transcription mechanism from the 70 class (80). Despite the lack of any significant sequence similarity, both types of bind the same core RNA polymerase. Nonetheless, they produce holoenzymes with different properties.With the recognition that the 54 protein represented an entirely new class of factor, what had once been regarded as an aspect of transcription restricted to higher organisms became a well-established feature of certain bacterial regulatory systems, particularly those associated with nitrogen metabolism. Activation of 54 -RNA polymerase employs specialized bacterial enhancer-binding proteins whose activating function requires nucleotide hydrolysis (94,96,122) (Fig. 1). In this system, initiation rates are controlled via regulation of the DNA melting step that is necessary for establishing the open promoter complex (85,94,97). Bacterial enhancer-dependent transcription can be studied with just two purified proteins (an activator and the 54 -RNA polymerase holoenzyme) and the appropriate DNA template, facilitating progress in understanding mechanistic aspects of 54 functioning. Below we review the biology and biochemistry of the 54 -RNA polymerase.