Exposure of yeast cells to increased extracellular osmolarity induces the HOG1 mitogen-activated protein kinase (MAPK) cascade, which is composed of SSK2, SSK22 and STE11 MAPKKKs, PBS2 MAPKK and HOG1 MAPK. The SSK2/SSK22 MAPKKKs are activated by a 'two-component' osmosensor composed of SLN1, YPD1 and SSK1. The SSK1 C-terminal receiver domain interacts with an N-terminal segment of SSK2. Upon hyperosmotic treatment, SSK2 is autophosphorylated rapidly, and this reaction requires the interaction of SSK1 with SSK2. Autophosphorylation of SSK2 is an intramolecular reaction, suggesting similarity to the mammalian MEKK1 kinase. Dephosphorylation of SSK2 renders the kinase inactive, but it can be re-activated by addition of SSK1 in vitro. A conserved threonine residue (Thr1460) in the activation loop of SSK2 is important for kinase activity. Based on these observations, we propose the following two-step activation mechanism of SSK2 MAPKKK. In the first step, the binding of SSK1 to the SSK1-binding site in the N-terminal domain of SSK2 causes a conformational change in SSK2 and induces its latent kinase activity. In the second step, autophosphorylation of SSK2 renders its activity independent of the presence of SSK1. A similar mechanism might be applicable to other MAPKKKs from both yeast and higher eukaryotes.