The transcription factor FleQ is a bacterial AAA+ ATPase enhancerbinding protein that is the master activator of flagella gene expression in the opportunistic bacterial pathogen Pseudomonas aeruginosa. Homologs of FleQ are present in all Pseudomonas species and in many polarly flagellated gamma proteobacteria. Cyclic diguanosine monophosphate (c-di-GMP) is a second messenger that controls the transition between planktonic and biofilm modes of growth in bacteria in response to diverse environmental signals. C-di-GMP binds to FleQ to dampen its activity, causing down-regulation of flagella gene expression. This action is potentiated in the simultaneous presence of another protein, FleN. We explored the effect of c-di-GMP and FleN on the ATPase activity of FleQ and found that a relatively low concentration of c-di-GMP competitively inhibited FleQ ATPase activity, suggesting that c-di-GMP competes with ATP for binding to the Walker A motif of FleQ. Confirming this, a FleQ Walker A motif mutant failed to bind c-di-GMP. FleN, whose gene is regulated by FleQ, also inhibited FleQ ATPase activity, and FleQ ATPase activity was much more inhibited by c-di-GMP in the presence of FleN than in its absence. These results indicate that FleN and c-di-GMP cooperate to inhibit FleQ activity and, by extension, flagella synthesis in P. aeruginosa. The Walker A motif of FleQ is perfectly conserved, opening up the possibility that other AAA+ ATPases may respond to c-di-GMP.an ubiquitous second messenger in bacteria, where it affects the transition between a motile planktonic lifestyle and an adhesive biofilm lifestyle by binding to various effector proteins to modulate enzymatic activity, protein-protein interactions, transcription, and translation (1-6). One of these effector proteins is FleQ (PA1097), an enhancer-binding protein (EBP) transcription factor from the opportunistic pathogen Pseudomonas aeruginosa.FleQ contains an N-terminal FleQ domain, a central AAA+ ATPase domain, and a C-terminal helix-turn-helix DNA-binding domain. It activates expression of biofilm-related genes, including genes for Pel and Psl exopolysaccharide (EPS) in response to binding of c-di-GMP at an unknown site (7,8). EBPs typically act in conjunction with σ 54 -RNA polymerase; however, FleQ regulates EPS gene expression independent of σ 54 , most likely with σ 70 (8, 9).In addition to regulating genes for biofilm formation, FleQ has a second, better-known role as a σ 54 -dependent master regulator of P. aeruginosa flagella gene expression (9, 10). FleQ activates expression of the two-component regulatory genes fleSR, as well as genes for the assembly of the flagella export apparatus and for the initiation of flagella basal body assembly. FleSR controls genes to complete the basal body-hook structure (9, 11).The regulation of both flagella and biofilm genes is also under the control of a second protein, FleN. Mutations in fleN (PA1454) lead to an up-regulation of flagella gene expression and a smalldown-regulation of biofilm genes (7, 12). The expression ...