The observed sensitivity of Listeria monocytogenes to the toxic proline analogue L-azetidine-2-carboxylic acid (AZ) suggested that proline synthesis in Listeria may be regulated by feedback inhibition of ␥-glutamyl kinase (GK), the first enzyme of the proline biosynthesis pathway, encoded by the proB gene. Taking advantage of the Epicurian coli mutator strain XL1-Red, we performed random mutagenesis of the recently described proBA operon and generated three independent mutations in the listerial proB homologue, leading to proline overproduction and salt tolerance when expressed in an E. coli (⌬proBA) background. While each of the mutations (located within a conserved 26-amino-acid region of GK) was shown to confer AZ resistance (AZ r ) on an L. monocytogenes proBA mutant, listerial transformants failed to exhibit the salt-tolerant phenotype observed in E. coli. Since proline accumulation has previously been linked to the virulence potential of a number of pathogenic bacteria, we analyzed the effect of proline overproduction on Listeria pathogenesis. However, our results suggest that as previously described for proline auxotrophy, proline hyperproduction has no apparent impact on the virulence potential of Listeria.Genetic and physiological analysis of proline accumulation in both prokaryotic and eukaryotic systems (11,20) has provided evidence that is consistent with diverse functions of proline, not only as a source of energy, carbon and nitrogen but also as an effective osmolyte (1, 10, 11, 23) and more recently as a potential virulence factor for a number of pathogenic bacteria (2,12,33).While proline can be synthesized from ornithine in both plants and animals (18), glutamate is the primary precursor for proline biosynthesis in bacteria (23) and in osmotically stressed plant cells (14). Bacterial proline synthesis from glutamate occurs via three enzymatic reactions, catalyzed by ␥-glutamyl kinase (GK) (proB product, EC 2.7.2.11), ␥-glutamyl phosphate reductase (GPR) (proA product, EC 1.2.1.41), and ⌬ 1 -pyrroline-5-carboxylate reductase (P5C) (proC product, EC 1.5.1.2). For the majority of bacteria the proB and proA genes constitute an operon, which is distant from proC on the chromosome. In plants, e.g., Vigna aconitifolia and Arabidopsis, the first two steps of proline biosynthesis from glutamate are catalyzed by ⌬ 1 -pyrroline-5-carboxylate synthetase (P5CS), a bifunctional enzyme with both GK and GPR activities at the Nand C-terminal domains, respectively (18).For both prokaryotic and eukaryotic systems, proline synthesis from glutamate is regulated by feedback inhibition of the first enzyme in the pathway. Studies on purified enzymes suggest that in addition to proline-mediated inhibition, the ␥-glutamyl kinase activities of GK and P5CS are also modulated to a lesser extent by glutamate and ADP, thereby tuning proline synthesis to cellular substrate and energy availability (37, 39). Proline hyperproducing strains of bacteria, exhibiting reduced proline-mediated feedback inhibition of GK activity (a resu...