Phosphorylase kinase (PhK) regulates glycogenolysis through its Ca 2+ -dependent phosphorylation and activation of glycogen phosphorylase. The activity of PhK increases dramatically as the pH is raised from 6.8 to 8.2 (denoted as [pH), but Ca 2+ dependence is retained. Little is known about the structural changes associated with PhK's activation by [pH and Ca 2+ , but activation by both mechanisms is mediated through regulatory subunits of the (abgd) 4 PhK complex. In this study, changes in the structure of PhK induced by [pH and Ca 2+ were investigated using second derivative UV absorption, synchronous fluorescence, circular dichroism spectroscopy, and zeta potential analyses. The joint effects of Ca 2+ and [pH on the physicochemical properties of PhK were found to be interdependent, with their effects showing a strong inflection point at pH ;7.6. Comparing the properties of the conformers of PhK present under the condition where it would be least active (pH 6.8 À Ca 2+ ) versus that where it would be most active (pH 8.2 + Ca 2+ ), the joint activation by [pH and Ca 2+ is characterized by a relatively large increase in the content of sheet structure, a decrease in interactions between helix and sheet structures, and a dramatically less negative electrostatic surface charge. A model is presented that accounts for the interdependent activating effects of [pH and Ca 2+ in terms of the overall physicochemical properties of the four PhK conformers described herein, and published data corroborating the transitions between these conformers are tabulated.Keywords: phosphorylase kinase; Ca 2+ ; Tyr environment; secondary structure; tertiary structure; surface electrostatics; zeta potential Phosphorylase kinase (PhK), a complex regulatory enzyme in the cascade activation of glycogenolysis, is the only known kinase to phosphorylate and activate glycogen phosphorylase. By far, the most is known about the PhK from skeletal muscle (for reviews, see Heilmeyer Jr. 1991; Brushia and Walsh 1999), and that is the subject of this study. This PhK is a 1.3-MDa hexadecameric complex composed of four copies each of a single catalytic protein kinase subunit (g, 44.7 kDa) and three different regulatory subunits (a, 138.4 kDa; b, 125.2 kDa; and d, 17.7 kDa). Thus, its regulatory subunits account for 86% of the mass of the (abgd) 4 PhK complex. The a and b subunits are homologous and inhibitory, whereas the d subunits, which are endogenous molecules of calmodulin, are stimulatory. It is through allosteric sites on these regulatory subunits that PhK integrates metabolic (ADP), hormonal (cAMP and Ca 2+ ), and neural (Ca 2+ ) signals to control the rate of glycogen breakdown through large increases in the kinase activity of its catalytic g subunits. Ca 2+ ions presumably exert their stimulatory effect through binding to the d subunits, which in muscle couples contraction with energy production to supply