The autofluorescent lipofuscin that accumulates in retinal pigment epithelial cells with age may contribute to an age-related decline in cell function. The major lipofuscin fluorophore, A2E, is a pyridinium bisretinoid. We previously proposed that the biogenesis of A2E involves the following: (i) formation of the Schiff base, N-retinylidene phosphatidylethanolamine from alltrans-retinal and phosphatidylethanolamine in the photoreceptor outer segment membrane; (ii) further reaction of N-retinylidene phosphatidylethanolamine with retinal to yield phosphatidylethanolamine-bisretinoid, A2-PE; (iii) hydrolysis of A2-PE to generate A2E. To provide evidence for this biogenic scheme, all-trans-retinal was reacted with dipalmitoyl-L-␣-phosphatidylethanolamine to yield DP-A2-PE (A2-PE), as confirmed by UV, with mass spectrometry revealing the molecular ion at m/z 1222.9 (C 77 H 124 O 8 PN) accompanied by product ion at m/z 672.8, representing the phosphoryl-A2E fragment of A2-PE. In reaction mixtures of retinal and outer segments and in samples of Royal College of Surgeons rat retina containing outer segment membranous debris, A2-PE was detected as a series of high performance liquid chromatography peaks, each with UV similar to reference A2-PE. By mass spectrometry, A2-PE consisted of multiple peaks, representing fatty acids with different chain lengths, and the phosphoryl-A2E moiety, m/z 673. Incubation of the retinal/outer segment reaction mixture with phospholipase D generated A2E, as detected by high performance liquid chromatography, thus confirming A2-PE as the A2E precursor.The lipofuscin that accumulates in retinal pigmented epithelial (RPE) 1 cells with age and in some retinal disorders is a complex mixture of fluorophores, some elements of which are derived from molecular components of the photoreceptor cell membrane. These membrane elements become deposited in the RPE cell as a result of the latter's role in phagocytosing packets of outer segment membrane that are shed by the photoreceptor cell during the daily process of membrane renewal. It is now known that a major hydrophobic constituent of RPE lipofuscin is the fluorophore, A2E (1), a pyridinium bisretinoid (2, 3). A2E has been quantified in human donor eyes, and a photoisomer of A2E, iso-A2E, has been characterized (4). For many years, the impact of lipofuscin accumulation on the RPE cell has been poorly understood. Recently, however, we have demonstrated that when A2E is accumulated to critical concentrations by cultured RPE, it can manifest detergent-like activity (5) and can serve as an initiator of blue light-induced cellular damage (6). A2E is generated from all-trans-retinal and ethanolamine, the former being released from photoactivated rhodopsin, and the latter being the head group of phosphatidylethanolamine (PE), an abundant membrane phospholipid (1-3). Nevertheless, the mechanism of production of A2E has not been demonstrated. Similarly, the site of its formation, whether within phagolysosomal compartments of the RPE cell (7,8) or within the p...