Opsins are light-sensitive pigments in the vertebrate retina, comprising a G protein-coupled receptor and an 11-cis-retinaldehyde chromophore. Absorption of a photon by an opsin pigment induces isomerization of its chromophore to all-transretinaldehyde. After a brief period of activation, opsin releases all-trans-retinaldehyde and becomes insensitive to light. Restoration of light sensitivity to the apo-opsin involves the conversion of all-trans-retinaldehyde back to 11-cis-retinaldehyde via an enzyme pathway called the visual cycle. The critical isomerization step in this pathway is catalyzed by Rpe65. Rpe65 is strongly associated with membranes but contains no membrane-spanning segments. It was previously suggested that the affinity of Rpe65 for membranes is due to palmitoylation of one or more Cys residues. In this study, we re-examined this hypothesis. By two independent strategies involving mass spectrometry, we show that Rpe65 is not palmitoylated nor does it appear to undergo other post-translational modifications at significant stoichiometry. Instead, we show that Rpe65 binds the acidic phospholipids, phosphatidylserine, phosphatidylglycerol, and cardiolipin, but not phosphatidic acid. No binding of Rpe65 to basic phospholipids or neutral lipids was observed. The affinity of Rpe65 to acidic phospholipids was strongly pH-dependent, suggesting an electrostatic interaction of basic residues in Rpe65 with negatively charged phospholipid headgroups. Binding of Rpe65 to liposomes containing phosphatidylserine or phosphatidylglycerol, but not the basic or neutral phospholipids, allowed the enzyme to extract its insoluble substrate, alltrans-retinyl palmitate, from the lipid bilayer for synthesis of 11-cis-retinol. The interaction of Rpe65 with acidic phospholipids is therefore biologically relevant.Visual perception in vertebrates is mediated by two types of photosensitive cells, rods and cones. Both contain a process called the outer segment that consists of a stack of flattened membranous discs loaded with rhodopsin or cone-opsin visual pigment. Opsin pigments are photo-sensitive members of the G protein-coupled receptor superfamily. The light-absorbing ligand of most opsin pigments is 11-cis-retinaldehyde (11-cis-RAL), 2 which is covalently coupled to a Lys residue in the opsin protein via a protonated Schiff-base linkage. Absorption of a photon by 11-cis-RAL induces its isomerization to all-transretinaldehyde (all-trans-RAL), transiently activating the opsin pigment. After a brief period, the photobleached pigment decays to yield apo-opsin and free all-trans-RAL. Recombination of apo-opsin with another 11-cis-RAL regenerates the visual pigment. To maintain light sensitivity, the all-trans-RAL released following photobleach of an opsin pigment is converted back to 11-cis-RAL by a multistep enzymatic pathway called the visual cycle (Fig. 1). Most steps of the visual cycle take place within cells of the retinal pigment epithelium (RPE), an epithelial monolayer adjacent to photoreceptor outer segment. The criti...