The binding of the exchangeable apolipoprotein apolipophorin III (apoLp-III) to an egg phosphatidylcholine bilayer as a function of the concentration of diacylglycerol (DG) in the bilayer was studied by surface plasmon resonance spectroscopy. At a DG concentration of 2 mol % in the bilayer, the binding of apoLp-III reached saturation. Under saturating conditions, apoLp-III forms a closely packed monolayer -55 A thick, in which each molecule of protein occupies -500 A2 at the membrane surface. These dimensions are consistent with the molecular size of the apoLp-III molecule determined by x-ray crystallography, if apoLp-III binds to the bilayer with the long axis of the apoLp-III normal to the membrane surface. In the absence of protein, the overall structure of the lipid bilayer was not significantly changed up to 2.5 mol % DG. However, at 4 and 6 mol % DG, the presence of nonbilayer structures was observed. The addition of apoLp-III to a membrane containing 6 mol % DG promoted the formation of large lipid-protein complexes. These data support a two-step sequential binding mechanism for binding of apoLp-III to a lipid surface. The first step is a recognition process, consisting of the adsorption of apoLp-III to a nascent hydrophobic defect in the phospholipid bilayer caused by the presence of DG. This recognition process might depend on the presence of a hydrophobic sensor located at one of the ends of the long axis of the apoLp-III molecule but would be consolidated through Hbond and electrostatic interactions. Once primary binding is achieved, subsequent enlargement of the hydrophobic defect in the lipid surface would trigger the unfolding of the apolipoprotein and binding via the amphipathic a-helices. This two-step sequential binding mechanism could be a general mechanism for all exchangeable apolipoproteins. A possible physiological role of the ability of apoLp-III to bind to lipid structures in two orientations is also proposed.Lipophorin is the main lipoprotein found in the hemolymph of insects; it transports phospholipid, diacylglycerol (DG), and hydrocarbons among insect tissues. The lipophorin particle contains between 35% and 65% (weight %) lipid and two nonexchangeable apolipoprotein molecules-one apolipophorin I molecule of -250 kDa and one apolipophorin II molecule of "80 kDa (1-5). In those lipophorin particles containing >35% lipid, which is mainly due to an increase in the DG content, a third molecule, the exchangeable apolipoprotein apolipophorin III (apoLp-III; 18 kDa), is also found. The number of molecules of apoLp-III bound to the lipophorin is related to the DG content and varies between 0 and at least 16 molecules. The interaction of apoLp-III with lipid is of interest for several reasons. (i) apoLp-11I plays an essential role in the transport of large amounts of DG, which is the major source of energy for flight in many insects (1-5).(ii) apoLp-III is the only full-length exchangeable apolipopro-The publication costs of this article were defrayed in part by page charge payment....