When Hsc70 uncoats clathrin-coated vesicles in an auxilin-and ATP-dependent reaction, a single round of rapid uncoating occurs followed by very slow steadystate uncoating. We now show that this biphasic time course occurs because Hsc70 sequentially forms two types of complex with the dissociated clathrin triskelions. The first round of clathrin uncoating is driven by formation of a pre-steady-state assembly protein (AP)-clathrin-Hsc70-ADP complex. Then, following exchange of ADP with ATP, a steady-state AP-clathrin-Hsc70-ATP complex forms that ties up Hsc70, preventing further uncoating. This steady-state complex forms only during uncoating in the presence of APs; in the absence of APs, Hsc70 rapidly dissociates from the uncoated clathrin and continues to carry out uncoating. Whether it is complexed with ATP or ADP, the steady-state complex has very different properties from the pre-steady-state complex in that it cannot be immunoprecipitated by anticlathrin antibodies and is readily dissociated by fast protein liquid chromatography. Remarkably, when the steady-state complex is incubated with uncoated vesicle membranes in ATP, the pre-steady-state complex reforms, suggesting that the clathrin triskelions in the steady-state complex rebind to the membranes and are again uncoated by Hsc70. We propose that Hsc70 not only uncoats clathrin but also chaperones it to prevent it from inappropriately polymerizing in the cell cytosol and primes it to reform clathrin-coated pits.Receptor-mediated endocytosis is an essential cellular process required for the rapid import of membrane-bound receptors into cells (1-3). During receptor-mediated endocytosis, clathrin triskelions polymerize and form clathrin-coated pits on the plasma membrane; similar clathrin-coated pits form on the trans-Golgi membrane (3-5). In addition to clathrin and receptors, these coated pits contain assembly proteins that both catalyze the polymerization of clathrin triskelions and bind the receptors that are localized in the coated pit. Several clathrin assembly proteins (APs) 1 have been described (6 -10) including AP1, AP2, AP3, and AP4, which are multimeric subunit complexes, and AP180 and auxilin, which are single subunit, neuronal specific assembly proteins (11,12). In addition to assembly proteins, a number of other proteins, including synaptojanin, amphyphisin, epsin, Eps15, and the small GTPase protein, Rab5-GDI, are involved in the formation and invagination of clathrin-coated pits (13-19). Phospholipids also play an important role in clathrin coat assembly and receptor recruitment (20, 21) as does dephosphorylation of the various proteins involved in the formation of clathrin-coated pits (22,23).Following invagination of the clathrin-coated pits, the GTPbinding protein dynamin plays a key role in the pinching off of the clathrin-coated pits to form clathrin-coated vesicles (4, 5). Then, once in the cytosol, the vesicles are uncoated in an ATP-dependent process by Hsc70 and its partner protein, auxilin, which is both a clathrin assembly protein...