Transcription of the pertussis toxin operon (ptx) is positively regulated in Bordetella pertussis by the bvgAS locus. However, a ptx-lacZ transcriptional fusion in Escherichia coli cannot be activated by bvgAS in trans. This suggests that an additional factor(s) is required for transcription of ptx. A gene encoding a Bvg accessory factor (Baf) was identified by its ability to activate an E. coli ptx-lacZ fusion in the presence of bvgAS. The expression of ptx-lacZ was decreased by the addition of 40 mM MgSO 4 , a compound that also modulates ptx expression in B. pertussis. Baf alone did not activate expression of an E. coli fhaB-lacZ fusion, nor did it increase expression of fhaB-lacZ in trans with bvgAS. The gene encoding Baf was localized, sequenced, and found to produce a novel 28-kDa protein. Sequences homologous to B. pertussis baf were identified in Bordetella bronchiseptica and Bordetella parapertussis but not in Bordetella avium. When an additional copy of baf was integrated into the chromosome of BC75, a B. pertussis mutant that produces a low level of pertussis toxin, pertussis toxin production was partially complemented in the cointegrate strain.Bordetella pertussis, a gram-negative coccobacillus, causes the upper respiratory tract disease pertussis (whooping cough) in humans. B. pertussis synthesizes multiple attachment factors and toxins that act in concert to produce disease (8,39,48). Filamentous hemagglutinin, pertactin, pertussis toxin (PT), and fimbriae are important in mediating attachment to a variety of cell types. The organism elaborates several factors that are toxic to host cells, including tracheal cytotoxin, adenylate cyclase toxin, and PT.All of the virulence factors listed above, with the exception of tracheal cytotoxin, are coordinately regulated by the products of the bvgAS locus, BvgA and BvgS (6,22,34,37,51). These molecules are members of a family of transcriptional regulators that utilize two components, a sensor and a regulator, to activate or repress the transcription of genes in response to a variety of environmental stimuli (15,30). BvgS is a 135-kDa transmembrane sensor protein that regulates the transcription of virulence genes in response to environmental stimuli such as MgSO 4 , nicotinic acid, or growth at low temperatures (25ЊC) (26,27,29,46). In the presence of such stimuli, there is no transcription of B. pertussis virulence-activated genes (vag), a phenomenon termed ''phenotypic modulation' ' (21, 26). In the absence of these signals (e.g., at 37ЊC), BvgS activates BvgA, a 23-kDa cytoplasmic protein (46). BvgA binds to regulatory sequences upstream of some virulence genes and positively influences their transcription (36). Uhl and Miller (47) have recently shown that the cytoplasmic domain of BvgS phosphorylates BvgA in vitro. The phosphorylation of BvgA correlates with the activation of an fhaB-lacZ transcriptional fusion in Escherichia coli (47), suggesting that phosphorylated BvgA mediates the transcriptional activation of virulence-associated genes. Similar res...