In the natural environment, bacterial cells have to adjust their metabolism to alterations in the availability of food sources. The order and timing of gene expression are crucial in these situations to produce an appropriate response. We used the galactose regulation in Escherichia coli as a model system for understanding how cells integrate information about food availability and cAMP levels to adjust the timing and intensity of gene expression. We simulated the feast-famine cycle of bacterial growth by diluting stationary phase cells in fresh medium containing galactose as the sole carbon source. We followed the activities of six promoters of the galactose system as cells grew on and ran out of galactose. We found that the cell responds to a decreasing external galactose level by increasing the internal galactose level, which is achieved by limiting galactose metabolism and increasing the expression of transporters. We show that the cell alters gene expression based primarily on the current state of the cell and not on monitoring the level of extracellular galactose in real time. Some decisions have longer term effects; therefore, the current state does subtly encode the history of food availability. In summary, our measurements of timing of gene expression in the galactose system suggest that the system has evolved to respond to environments where future galactose levels are unpredictable rather than regular feast and famine cycles.Transport and metabolism of several sugars are controlled via two feedback loops connected by a common regulator that senses the intracellular concentration of the small molecule (1, 2). The simplest systems (e.g. the lactose utilization system in Escherichia coli) consist of two operons, a regulator gene and a regulated operon containing at least two cistrons, one encoding a transporter and the other encoding an enzyme that modifies/degrades the small molecule (3). In such systems, the genes encoding the sugar transporter (e.g. lacY) and the enzyme for sugar degradation (e.g. lacZ) are regulated simultaneously. However, many sugar utilization systems reached higher levels of complexity, e.g. having multiple transporters, regulators, or several enzymes of a metabolic pathway. For example, the gal system of E. coli contains genes involved in the transport (galP and mglBAC) and amphibolic utilization (galETKM) of the sugar D-galactose. Genes of the gal regulon belong to different operons (4). This setup allows differential regulation of functions when needed. Regulation of the gal system is governed by two similar regulators, GalR and GalS, which are regulated in different ways (5-7). Previous studies suggested that GalS plays only a minor role in steady-state conditions but becomes important transiently when a high level of extracellular galactose is quickly decreased (8). Besides sensing the intracellular sugar level, galactose utilization is also regulated by the cAMP-cAMP receptor protein (CRP) 2 complex. cAMP is a signal of carbon shortage and is sensed by CRP. cAMP is synthesi...