The structure of apolipophorin III in the lipid-bound state and the extent of the conformational change that takes place when the five-helix bundle apolipoprotein binds to a lipoprotein lipid surface were investigated by fluorescence resonance energy transfer in discoidal lipoproteins. Four intramolecular interhelical distances between helix pairs 1-4, 2-4, 3-4, and 5-4 were estimated by fluorescence resonance energy transfer in both the lipid-free and the lipid-bound states. Depending on the helices pairs, the intramolecular interhelical distances increased between 15 and > 20 Å upon binding of the apolipoprotein to lipid, demonstrating for the first time that binding to lipid is accompanied by a major change in interhelical distances. Using discoidal lipoproteins made with a combination of apolipophorin III molecules containing donor and acceptor groups and apolipophorin III molecules containing neither donor nor acceptor groups, it was possible to obtain information about intermolecular interhelical distances between the helix 4 of one apolipoprotein and the helices 1, 2, 3, and 5 of a second apolipoprotein residing in the same discoidal lipoprotein. Altogether, the estimated intermolecular and intramolecular interhelical distances suggest a model in which the apolipoprotein arranges in pairs of antiparallel and fully extended polypeptide chains surrounding the periphery of the bilayer disc.Exchangeable apolipoproteins represent a group of proteins characterized by their ability to reversibly bind to lipoprotein lipid surfaces (1). These apolipoproteins play a key role in the regulation of lipid metabolism (2). The interaction of lipoproteins with receptors (3-4) and the exchange of lipids between lipoproteins and lipoproteins and cells (5-7) are among the processes regulated by the structure of apolipoproteins in both the lipid-free and the lipid-bound states. A full understanding of the function of exchangeable apolipoproteins in the homeostasis of lipid metabolism and associated pathologies requires determining the structure of the protein in the lipid-bound state.Apolipophorin-III is a 17-kDa exchangeable apolipoprotein that is involved in the transport of lipids in the hemolymph of insects (8 -9). The structure of apoLp-III 1 in the lipid-free state was solved by x-ray crystallography in 1991 (10). ApoLp-III is composed of a bundle of five amphipathic ␣-helices connected by short loops (10). The study of the structure-function relationship of Locusta migratoria apoLp-III is of interest because the knowledge of the crystal structure of the full-length apoLp-III molecule offers the possibility of relating the structure of an apolipoprotein to its function. Because apoLp-III shares many physical-chemical properties with exchangeable apolipoproteins of humans and other vertebrates (1,(11)(12), it is likely that elucidation of the mechanism of interaction of apoLp-III with lipids would be useful to the understanding of the function of human apolipoproteins.Solving the structure of apolipoproteins in the lipid...