Cytochrome P-45OS,,, which catalyses the conversion of cholesterol to pregnenolone in steroidogenic tissues, can be incorporated into artificial phospholipid vesicles and cholesterol binding to the cytochrome is affected by the composition of the vesicles. We have purified the phospholipids from the inner mitochondrial membrane fraction of the bovine corpus luteum where the cytochrome is located. The composition in mol % was 49% phosphatidylcholine, 34% phosphatidylethanolamine, 8.7% cardiolipin, 6.4% lysophosphatidylethanolamine and 1.5% phosphatidylinositol. The ratio of cholesterol to phospholipid (mol/mol) in the inner membrane fraction was 0.14 to 1. The K,,, for cholesterol of purified luteal cytochrome P-45OS,, incorporated into vesicles prepared from the total inner mitochondrial membrane phospholipids was 0.063 mol of cholesterol per mol of phospholipid. Removal of the cardiolipin component of the inner mitochondrial membrane phospholipids prior to preparation of vesicles caused a four fold increase in the Kd of cytochrome P-450 for cholesterol and a two fold increase in K,,,. The data suggests that in the inner mitochondrial membrane of the bovine corpus luteum the cholesterol concentration is less than saturating for cytochrome P-450,,,.Cytochrome P-450,,, which catalyses the conversion of cholesterol to pregnenolone in steroidogenic tissues is located in the inner mitochondrial membrane, on the matrix side [l, 21 and appears to be identical in bovine adrenal cortex and bovine corpus luteum [3]. The cytochrome has its cholesterol binding site in the hydrophobic phospholipid milieu and has a ferredoxin binding site exposed to the matrix [3 -81. Ferredoxin, a one electron carrier, shuttles between ferredoxin reductase and cytochrome P-450,,, supplying the six electrons required to convert cholesterol to pregnenolone [8]. Ferredoxin and ferredoxin reductase also appear identical between the corpus luteum and adrenal cortex [9]. Cytochrome P-450,,, can easily be removed from the membrane with detergents but incorporation of the purified cytochrome into a membrane or detergent micelle is essential before it can catalyse the conversion of the water insoluble cholesterol to pregnenolone.Incorporation of purified cytochrome P-450,,, into artificial phospholipid vesicles has revealed that cholesterol binding to the cytochrome is dependent on the phospholipid composition of the membrane [3 -81. Cardiolopin in particular appears to be a potent stimulator of cholesterol binding to the cytochrome [3,. It has been reported that in the presence of cardiolipin the K,,, for cholesterol expressed as mol cholesterol per mol of phospholipid is as low as 0.07 [6]. However, these studies were done with vesicles prepared from commercial phospholipids, the compositions of which do not reflect closely the composition of the inner mitochondrial Correspondence to