The objective of this study is to determine the molecular factors that lead to β-lactamase inhibitor resistance for the variant M69V in SHV-1 β-lactamase. With mechanism-based inhibitors, the β-lactamase forms an acyl-enzyme that consists of a trans-enamine derivative in the active site. The present study focuses on these intermediates by introducing the mutation E166A that greatly retards deacylation. Thus, by comparing the properties of the E166A and the M69V-E166A forms we can explore the consequences of the resistance mutation at the level of the enamine acyl-enzymes. The reactions between the β-lactamase and the inhibitors tazobactam, sulbactam and clavulanic acid are followed in single crystals of the enzymes by using a Raman microscope. The resulting Raman difference spectroscopic data provide detailed information on conformational events involving the enamine species as well as an estimate of their populations. The Raman difference spectra for each of the inhibitors in the E166A and the M69V-E166A variants are very similar. In particular, detailed analysis of the main enamine Raman vibration near 1595 cm −1 reveals that the structure and flexibility of the enamine fragments are essentially identical for each of the three inhibitors in E166A and in the M69V-E166A double mutant. This finding is in accord with the X-ray derived structures, presented herein at 1.6 to 1.75 Å resolution, of the trans-enamine intermediates formed by the three inhibitors in M69V-E166A. However, a comparison of Raman results for M69V-E166A and E166A, show that the M69V mutation results in a 40%, 25% or negligible reduction in enamine population when the β-lactamase crystals are soaked in 5mM tazobactam, clavulanic acid and sulbactam solutions, respectively. The levels of enamine from tazobactam and clavulanic acid can be raised by increasing the concentrations of inhibitor in the mother liquor. Thus, the sensitivity of population levels to concentration of inhibitor in the mother liquor focuses attention on the properties of the encounter complex preceding acylation. It is proposed that for small ligands, such as tazobactam, sulbactam and clavulanic acid, the positioning of the lactam ring in the active site in the correct orientation for acylation is only one of a number of poorly defined conformations. For tazobactam and clavulanic acid the correctly oriented encounter complex is even less likely in the M69V variant leading to a reduction in inhibition of the enzyme via formation of the acyl-enzyme and the onset of resistance. Analysis of the X-ray structures of the three intermediates in M69V-E166A demonstrates that, compared to the structures for the E166A form, the oxyanion hole becomes smaller providing one explanation as to why acylation may be less efficient following the M69V substitution.β-lactamases (E.C.3.5.2.6) are a major mechanism of defense used by bacteria to protect themselves against the lethal action of β-lactam antibiotics (1). β-Lactamase enzymes are classified into four major classes, Ambler class A...