In a previous study (Dubbs, J. M., Bird, T. H., Bauer, C. E., and Tabita, F. R. (2000) J. Biol. Chem. 275, 19224 -19230), it was demonstrated that the regulators CbbR and RegA (PrrA) interacted with both promoter proximal and promoter distal regions of the form I (cbb I ) promoter operon specifying genes of the Calvin-BensonBassham cycle of Rhodobacter sphaeroides. To determine how these regulators interact with the form II (cbb II ) promoter, three cbbF II ::lacZ translational fusion plasmids were constructed containing various lengths of sequence 5 to the cbb II operon of R. sphaeroides CAC. Expression of -galactosidase was monitored under a variety of growth conditions in both the parental strain and knock-out strains that contain mutations that affect synthesis of CbbR and RegA. The binding sites for both CbbR and RegA were determined by DNase I footprinting. A region of the cbb II promoter from ؉38 to ؊227 bp contained a CbbR binding site and conferred low level regulated cbb II expression. The region from ؊227 to ؊1025 bp contained six RegA binding sites and conferred enhanced cbb II expression under all growth conditions. Unlike the cbb I operon, the region between ؊227 and ؊545 bp that contains one RegA binding site, was responsible for the majority of the observed enhancement. Both RegA and CbbR were required for maximal cbb II expression. Two potentially novel and specific cbb II promoter-binding proteins that did not interact with the cbb I promoter region were detected in crude extracts of R. sphaeroides. These results, combined with the observation that chemoautotrophic expression of the cbb I operon is RegA independent, indicated that the mechanisms controlling cbb I and cbb II operon expression during chemoautotrophic growth are quite different.The nonsulphur purple bacterium Rhodobacter sphaeroides utilizes the Calvin-Benson-Bassham (CBB) 1 reductive pentose cycle as its primary pathway for CO 2 fixation. In this metabolically diverse organism the CBB cycle plays two very different roles. Under autotrophic growth conditions, CO 2 serves as the sole carbon source, and the CBB cycle is the primary source for nearly all of the fixed carbon utilized by the cell. This may entail aerobic chemoautotrophic growth in the dark (i.e. in a minimal medium lacking organic carbon under an atmosphere of 5% CO 2 /45% H 2 /50% air) or anaerobic photoautotrophic growth in the light (i.e. in a minimal medium bubbled with 1.5% CO 2 /98.5% H 2 ). Photoheterotrophic growth in the presence of a fixed carbon source causes the role of the CBB cycle to shift, such that CO 2 serves primarily as an electron sink, with excess reducing equivalents generated by the oxidation of fixed carbon compounds funneled to CO 2 (1). When grown under conditions where the CBB cycle is required, R. sphaeroides maintains the appropriate level of CBB cycle activity through the coordinate expression of two CBB cycle operons, denoted cbb I and cbb II (2, 3). In addition to structural genes that encode CBB cycle enzymes, each operon encodes one ...