Acyl-activating enzymes are a diverse group of proteins that catalyze the activation of many different carboxylic acids, primarily through the formation of a thioester bond. This group of enzymes is found in all living organisms and includes the acyl-coenzyme A synthetases, 4-coumarate:coenzyme A ligases, luciferases, and non-ribosomal peptide synthetases. The members of this superfamily share little overall sequence identity, but do contain a 12-amino acid motif common to all enzymes that activate their acid substrates using ATP via an enzyme-bound adenylate intermediate. Arabidopsis possesses an acyl-activating enzyme superfamily containing 63 different genes. In addition to the genes that had been characterized previously, 14 new cDNA clones were isolated as part of this work. The protein sequences were compared phylogenetically and grouped into seven distinct categories. At least four of these categories are plant specific. The tissue-specific expression profiles of some of the genes of unknown function were analyzed and shown to be complex, with a high degree of overlap. Most of the plant-specific genes represent uncharacterized aspects of carboxylic acid metabolism. One such group contains members whose enzymes activate short-and medium-chain fatty acids. Altogether, the results presented here describe the largest acyl-activating enzyme family present in any organism thus far studied at the genomic level and clearly indicate that carboxylic acid activation metabolism in plants is much more complex than previously thought.Carboxylic acid activation plays a vital role in numerous metabolic pathways in all living organisms. Activation of carboxylic acids provides the precursors for pathways that lead to the biosynthesis and/or breakdown of many types of important metabolites, including lipids, amino acids, sugars, and a variety of secondary metabolites. Given the chemical diversity of substrates requiring activation, several types of carboxylic acid activating enzymes have evolved to fulfill this role. Although some of these enzymes couple carboxyl groups to amines or alcohols, most acyl-activating enzymes are acid-thiol ligases (EC 6.2.1). Even within this smaller group, the similarity in the types of products formed is not strictly reflected in the routes by which these enzymes carry out their respective reactions: at least three different catalytic mechanisms are used to create the various thioester products (Groot et al., 1976; Stein et al., 1996;Sánchez et al., 2000). We are particularly interested in the acyl-activating enzymes (AAEs). This group of enzymes has previously been called the acyl adenylate-forming (Conti et al., 1996;Chang et al., 1997) or AMP-binding protein (Fulda et al., 1997) superfamily. In this report, we define AAEs as those enzymes that first activate their respective carboxylic acid substrates through the pyrophosphorylysis of ATP, forming an enzyme-bound acyl-AMP intermediate called an adenylate. The carbonyl carbon of the adenylate most commonly then undergoes nucleophilic attac...