The cupA gene cluster of Pseudomonas aeruginosa encodes components and assembly factors of a putative fimbrial structure that enable this opportunistic pathogen to form biofilms on abiotic surfaces. In P. aeruginosa the control of cupA gene expression is complex, with the H-NS-like MvaT protein functioning to repress phase-variable (on/off) expression of the operon. Here we identify four positive regulators of cupA gene expression, including three unusual regulators encoded by the cgrABC genes and Anr, a global regulator of anaerobic gene expression. We show that the cupA genes are expressed in a phase-variable manner under anaerobic conditions and that the cgr genes are essential for this expression. We show further that cgr gene expression is negatively controlled by MvaT and positively controlled by Anr and anaerobiosis. Expression of the cupA genes therefore appears to involve a regulatory cascade in which anaerobiosis, signaled through Anr, stimulates expression of the cgr genes, resulting in a concomitant increase in cupA gene expression. Our findings thus provide mechanistic insight into the regulation of cupA gene expression and identify anaerobiosis as an inducer of phase-variable cupA gene expression, raising the possibility that phase-variable expression of fimbrial genes important for biofilm formation may occur in P. aeruginosa persisting in the largely anaerobic environment of the cystic fibrosis host lung.The gram-negative bacterium Pseudomonas aeruginosa is an opportunistic pathogen of humans that is notorious for being the principal cause of morbidity and mortality in cystic fibrosis (CF) patients; chronic colonization of the CF lung by P. aeruginosa typically leads to progressive lung damage and eventually respiratory failure and death (13). In the CF lung the organism is thought to persist as a biofilm, forming clusters of cells encased in a polymeric matrix (32). In this biofilm mode of growth P. aeruginosa exhibits increased resistance to antibiotics and is better able to evade the host immune response (6). Recent evidence suggests that the microbial environment in the CF lung is largely anaerobic (43) and that cells of P. aeruginosa persist in the CF lung in anaerobic biofilms (47). Indeed, the biofilm formed by cells of P. aeruginosa under anaerobic conditions is especially robust (47).The cupA gene cluster of P. aeruginosa encodes components of a putative fimbrial structure that enables this organism to form biofilms on abiotic surfaces (36). Under standard laboratory growth conditions, expression of the cupA gene cluster is tightly repressed by MvaT (37), a putative transcription regulator that is thought to functionally resemble members of the H-NS family of nucleoid-associated proteins (34). MvaT from P. aeruginosa was originally identified as a global regulator of virulence gene expression (7), and recent microarray analyses have revealed that MvaT controls the expression of at least 150 or so genes in P. aeruginosa, with the cupA genes being the most tightly repressed (37). Several o...