We have used supercoiled DNA templates in this study to demonstrate that transcription in vitro from the P1 and P2 promoters of the osmoresponsive proU operon of Escherichia coli is preferentially mediated by the S -and 70 -bearing RNA polymerase holoenzymes, respectively. Addition of potassium glutamate resulted in the activation of transcription from both P1 and P2 and also led to a pronounced enhancement of S selectivity at the P1 promoter. Transcription from P2, and to a lesser extent from P1, was inhibited by the nucleoid protein H-NS but only in the absence of potassium glutamate. This study validates the existence of dual promoters with dual specificities for proU transcription. Our results also support the proposals that potassium, which is known to accumulate in cells grown at high osmolarity, is at least partially responsible for effecting the in vivo induction of proU transcription and that it does so through two mechanisms, directly by the activation of RNA polymerase and indirectly by the relief of repression imposed by H-NS.The proU operon in Escherichia coli and Salmonella typhimurium encodes a binding-protein-dependent transporter that mediates the osmoprotective effects of exogenous glycine betaine and L-proline when these organisms are grown in media of elevated osmolarity. proU transcription is markedly induced (more than 100-fold) in high-osmolarity media, and the mechanism by which this is brought about has been the subject of intensive, but as yet inconclusive, genetic and biochemical studies (for reviews, see references 6, 16, and 29).With regard to the cis elements mediating proU osmoresponsivity, there is a consensus on the existence of (i) a promoter whose transcription start site is approximately 60 nucleotides upstream of the initiation codon of the first structural gene (proV) (10,15,41,46,55) and (ii) a negative regulatory element (NRE) situated in a region overlapping the proximal (5Ј) end of proV whose deletion leads to a 25-fold derepression of proU expression at low osmolarity (8,13,30,40,42). This promoter is recognized in vitro by the 70 -RNA polymerase holoenzyme (E 70 ) (10, 55). Our group has also identified, by in vivo studies, another promoter located 250 nucleotides upstream of proV in E. coli (8,15) and has shown recently that this promoter is both RpoS ( S ) dependent and stationary-phase inducible (31). We have designated the two (proV-proximal and proV-distal) promoters P2 and P1, respectively. The role of the upstream P1 promoter and S -RNA polymerase (E S ) in proU regulation is still uncertain, however, for the following reasons: (i) proU expression in vivo is not affected by deletion of P1 or by mutations in rpoS (28, 31), whereas a mutation in rpoD (encoding 70 ) results in nearly complete abolition of proU expression (58); (ii) proU expression in vivo is not significantly induced in stationaryphase cultures (31); (iii) Overdier et al. (41) have failed to identify an equivalent promoter during subcloning experiments with S. typhimurium proU; and (iv) in vi...