Many enzymes assemble into defined oligomers, providing a mechanism for 8 cooperatively regulating enzyme activity. Recent studies in tissues, cells, and in vitro 9 have described a mode of regulation in which enzyme activity is modulated by 10 polymerization into large-scale filaments 1-5 . Enzyme polymerization is often driven by 11 binding to substrates, products, or allosteric regulators, and tunes enzyme activity by 12 locking the enzyme in high or low activity states 1-5 . Here, we describe a unique, 13 ultrasensitive form of polymerization-based regulation employed by human CTP 14 synthase 2 (CTPS2). High-resolution cryoEM structures of active and inhibited CTPS2 15 filaments reveal the molecular basis of this regulation. Rather than selectively stabilizing 16 a single conformational state, CTPS2 filaments dynamically switch between active and 17 inactive filament forms in response to changes in substrate and product levels. Linking 18 the conformational state of many CTPS2 subunits in a filament results in highly 19 cooperative regulation, greatly exceeding the limits of cooperativity for the CTPS2 20 tetramer alone. The structures also reveal a link between conformational state and 21 control of ammonia channeling between the enzyme's two active sites. This filament-22 based mechanism of enhanced cooperativity demonstrates how the widespread 23 phenomenon of enzyme polymerization can be adapted to achieve different regulatory 24 outcomes. 25 26 CTP synthase (CTPS) is the key regulatory enzyme in pyrimidine biosynthesis, with critical roles 27 in regulation of nucleotide balance 6 , maintenance of genome integrity 7,8 , and synthesis of 28 membrane phospholipids 9 . CTPS catalyzes the conversion of UTP to CTP in an ATP-dependent 29 process, the rate-limiting step in CTP synthesis. CTPS is regulated through feedback inhibition 30 by CTP binding, and is allosterically regulated by GTP, making it sensitive to levels of the four 31 essential ribonucleotides, reflecting its role as a critical regulatory node in nucleotide 32 metabolism 10-13 . CTPS is a homotetramer, with each monomer composed of a glutaminase and 33 an amidoligase domain connected by a helical linker 14 . Ammonia is generated from glutamine 34 then transfered to the amidoligase domain, where it is ligated to UTP to form CTP; while both of 35 these catalytic mechanisms are well understood, the mechanism of ammonia transfer between 36 the two separated active sites has not yet been described. Previously, we showed that CTPS 37 undergoes a conserved conformation cycle controlled by substrate and product binding, 38 involving two major structural changes: upon substrate binding, the glutaminase domain rotates 39 towards the amidoligase domain, bringing the two active sites closer, and the tetramer interface 40 rearranges to accommodate UTP binding 5 . 41Humans have two CTPS isoforms encoded on separate genes, CTPS1 and CTPS2, that 42 share 75% identity. Their relative roles remain unclear. CTPS1 plays a specific and central role 43 in lymphocyte ...