The cadA gene that encodes lysine decarboxylase in Escherichia coli is induced by low pH and – during anaerobic growth – by the substrate, lysine. We used operon fusions of cadA to lacZ to investigate the effects of aeration on cadA regulation. When an insertion mutation in osmZ (= hns) was introduced, a cadA-lacZ fusion was derepressed in the presence of air to approximately the same level as seen during anaerobic growth. However, the pH-dependent regulation of cadA was not affected by osmZ. Introduction of mutations in rpoS, fur, or fnr had no significant effect on cadA expression. However, defects in arcB or arcA largely abolished expression of cadA during anaerobic growth. Nonetheless, strains defective in both arcB and osmZ showed the same high cadA-lac expression in air as seen in the single osmZ derivatives. Blocking the respiratory chain with mutations or chemical inhibitors also caused derepression of a cadA-lacZ fusion in air, while agents affecting the proton gradient had no effect. Derepression of cadA in air was also mediated by several chelating agents, in particular by methoxyindole carboxylic acid. Addition of Fe²⁺ overcame this effect. Chelating agents also abolished the expression during aerobic growth of several genes known to be under arcAB control and which are normally repressed during anaerobic growth but induced in the presence of air. This implies that the effect of chelating agents on cadA expression is mediated via the arcAB regulatory system.