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1. The intermediate structures formed during dialysis of mixtures of cholate, phospholipid and cytochrome c oxidase were analysed by gel chromatography and electron microscopy. Measurements of trapped phosphate and the degree of respiratory control were used to assess the integrity of the vesicular structures formed. Protein orientation in the bilayer was monitored by the accessibility of cytochrome c to cytochrome c oxidase. 2. The results indicate that proteoliposome formation by the detergent-dialysis procedure takes place in three distinct stages. In the first stage, cholate/phospholipid and cholate/phospholipid/protein micelles coexist in solution and grow in size as the detergent is slowly removed. At a detergent/phospholipid molar ratio of about 0.2, micelle fusion results in the formation of large bilayer aggregates permeable to both phosphate and cytochrome c. It is at this stage that cytochrome c oxidase is incorporated into the bilayer. In the final stage of dialysis the bilayer sheets fragment into small unilamellar vesicles. 3. The orientation of membrane protein in the final vesicles appears to be determined by the effect of protein conformation on the initial curvature of the bilayer sheets during the fragmentation process.

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