Studies of the biosynthesis of ascarylose, a 3,6-dideoxyhexose found in the lipopolysaccharide of Yersinia pseudotuberculosis V, have shown that the C-3 deoxygenation is a process consisting of two enzymatic steps. The first enzyme involved in this transformation is CDP-6-deoxy-L-threo-D-glycero-4-hexulose-3-dehydrase (E(1)), which is a pyridoxamine 5'-phosphate dependent iron-sulfur protein. The second catalyst, CDP-6-deoxy-L-threo-D-glycero-4-hexulose-3-dehydrase reductase, formally called CDP-6-deoxy-Delta(3,4)-glucoseen reductase (E(3)), is an NADH dependent plant type [2Fe-2S] containing flavoenzyme. To better understand the electron transfer carried out by these two enzymes, the potentials of the E(1) and E(3) redox cofactors were determined spectroelectrochemically. At pH 7.5, the midpoint potential of the E(3) FAD was found to be -212 mV, with the FAD(ox)/FAD(s)q couple (E(1)(0)') and the FAD(sq)/FAD(hq) couple (E(2)(0)') calculated to be -231 and -192 mV, respectively. However, the E(1)(0)' and E(2)(0)' Of the FAD in E(3)(apoFeS) at pH 7.5 were estimated to be -215 and -240 mV, respectively, which are quite different from those of the holo-E(3), suggesting a significant effect of the iron-sulfur center on the redox properties of the flavin coenzyme, Our data also showed that the midpoint potential of the E(3) iron - sulfur is -257 mV and that of the E(1) [2Fe-2S] center is -209 mV. These values indicated a thermodynamic barrier to the proposed electron transfer of NADH --> FAD --> E(3)[2Fe-2S] --> E(1)[2Fe-2S] at pH 7.5. Regulation of electron transfer by several mechanisms is possible and experiments were performed to examine ways of overcoming the unfavorable electron transfer energetics in the E(1)/E(3) system. It was found that both binding of E(3) with NAD(+) and complex formation between E(3) and E(1) showed no effect on the midpoint potentials of the E(3) FAD and iron-sulfur center. Interestingly, the midpoint potential of the Eg FAD shifts dramatically to -273 mV (E(1)(0)' approximate to -345 mV and E(2)(0)' approximate to -200 mV) at pH 8.4, with very little semiquinone stabilization (<5%). The potential of the E(3) [2Fe-2S] center at pH 8.4 was also found to undergo a negative shift to -279 mV, and that of the E(1) iron sulfur center remained essentially the same at -206 mV. These data indicated that the redox properties of this system may be regulated by pH and the electron transfer between the E(3) redox centers may be prototropically controlled. These results also demonstrated that E(3) is unique among this class of enzymes.