All organisms use rapid degradation of specific proteins as one way to tightly control important regulatory factors and developmental switches. Regulation of biological functions by proteolysis requires accurate substrate recognition at a precise time. In eukaryotes, fidelity of protein degradation depends on ubiquitin-tagging, a process that occurs in multicomponent complexes involving regulatory factors and various ubiquitin pathway enzymes. The ubiquitinated proteins are then targeted to the proteasome for degradation (for review, see Voges et al. 1999). In Escherichia coli, an example of substrate tagging as a means for regulating proteolysis is the degradation of incomplete proteins made from truncated mRNAs. In this case, short peptides coded by the SsrA RNA are added cotranslationally to polypeptides that have become stalled on ribosomes, and the tagged proteins are then degraded (Keiler et al. 1996; Gottesman et al. 1998; Roche and Sauer 1999). In general, E. coli proteins regulated by degradation interact directly with the proteases themselves, with each of the five known E. coli ATP-dependent proteases degrading a different but somewhat overlapping set of substrates (Gottesman 1996; Wickner et al. 1999). For many of the highly unstable E. coli proteins, degradation is rapid under all conditions, and synthesis is tightly controlled. However, the activity of some proteins in E. coli is controlled by regulated degradation. For example, σ32 (RpoH), the heat shock sigma factor, is rapidly degraded under normal growth conditions by the AAA protease, FtsH, in a reaction modulated by the DnaJ/DnaK/GrpE chaperone system. During heat shock, σ32 is transiently stabilized, and this stabilization results in the rapid increase in the synthesis of the heat shock proteins (Yura and Nakahigashi 1999). The stationary phase sigma factor, σS (RpoS), is another example of a protein whose activity is controlled by regulated proteolysis. σS promotes expression of more than 50 genes involved in responses to many stresses, including starvation, osmotic stress, acid shock, cold shock, heat shock, and oxidative damage, as well as the transition to stationary phase (Loewen and Hengge-Aronis 1994; Hengge-Aronis 2000). Although σS is present at very low levels during exponential cell growth, owing largely to its rapid degradation (half-life of ∼2 min), its stability increases ∼10-fold following transition to stationary phase or other stress treatments. Regulated degradation plays a major role in determining the amount of σS in the cell, but σS accumulation is also regulated at the transcriptional and translational levels (Lange and Hengge-Aronis 1994). The protease responsible for σS turnover in exponentially growing cells is ClpXP (Schweder et al. 1996), an ATP-dependent protease consisting of a regulatory component, ClpX, and a proteolytic component, ClpP (Gottesman et al. 1993; Wojtkowiak et al. 1993). Degradation of σS requires an additional protein, RssB (Regulator of Sigma S; also referred to as SprE in E. coli, MviA in Salmonella, and ExpM in Erwinia) that is homologous to response regulator proteins (Bearson et al. 1996; Muffler et al. 1996b; Pratt and Silhavy 1996; Andersson et al. 1999). Genetic evidence shows that RssB is required for σS degradation but not for another ClpXP substrate, λ O, which indicates that RssB specifically targets σS for degradation (Zhou and Gottesman 1998). One of the hallmarks of the response regulator component of two-component signal transduction systems in prokaryotes is the presence of a conserved aspartate that is phosphorylated by the cognate sensor component. The N-terminal domain of RssB contains this conserved aspartate, although a cognate sensor protein has not been identified. RssB, like many other response regulators, is phosphorylated by acetyl phosphate in vitro (Bouche et al. 1998). In addition, phosphorylated RssB forms a stable complex with σS in vitro (Becker et al. 1999). In this report we investigate RssB-regulated degradation of σS by reconstituting the pathway of σS degradation in vitro with purified RssB and ClpXP. We discovered that RssB acts directly and catalytically in stimulating degradation of σS by ClpXP in a reaction requiring acetyl phosphate and ATP. We have isolated and characterized subassemblies of the degradation machinery including σS–RssB, σS–RssB–ClpX, and σS–RssB–ClpXP complexes, and suggest a probable pathway for the degradation of σS.