Apolipophorin III (apoLp-III) from the Sphinx moth, Manduca sexta, is an exchangeable, amphipathic apolipoprotein that alternately exists in water-soluble and lipid-bound forms. It is organized as a five-helix bundle in solution, which has been postulated to open at putative hinge domains to expose the hydrophobic interior, thereby facilitating interaction with the lipoprotein surface (Breiter, D. R., Kanost, M. R., Benning, M. M., Wesenberg, G., Law, J. H., Wells, M. A., Rayment, I., and Holden, H. M. (1991) Biochemistry 30, 603-608). To test this hypothesis, we engineered two cysteine residues in apoLp-III, which otherwise lacks cysteine, by site-directed mutagenesis at Asn-40 and Leu-90. Under oxidizing conditions the two cysteines spontaneously form a disulfide bond, which should tether the helix bundle and thereby prevent opening and concomitant lipid interaction. N40C/L90C apoLp-III was overexpressed in Escherichia coli and characterized for disulfide bond formation, secondary structure content, and stability, under both oxidizing and reducing conditions. Functional characterization was carried out by comparing the abilities of the oxidized and reduced protein to associate with modified lipoproteins in vitro. While the reduced form behaved like wild type apoLp-III, the oxidized form was unable to associate with lipoproteins. These results suggest that opening of the helix bundle is required for interaction with lipoproteins and provide a molecular basis for the dual existence of water-soluble and lipid-bound forms of apoLp-III. However, in phospholipid bilayer association assays, wild type, reduced, and oxidized N40C/L90C apoLp-III exhibited similar abilities to transform dimyristoylphosphatidylcholine multilamellar vesicles to disclike complexes, as judged by electron microscopy. These data emphasize that underlying differences exist in initiating or maintaining a stable interaction of apoLp-III with phospholipid disc complexes versus spherical lipoprotein surfaces.Exchangeable apolipoproteins belong to a class of amphipathic ␣-helical proteins that regulate the metabolism and dynamics of lipoprotein interconversions. These proteins reversibly associate with the surface of lipoprotein particles in response to hydrophobic surface availability or their intrinsic ability to displace pre-existing apolipoproteins. This functional property implies an ability to exist in both lipid-free and lipidbound forms in plasma, and it has been proposed that a dramatic conformational change is required for initiation and maintenance of interaction with lipid surfaces (Breiter et al., 1991;Weisgraber, 1994). The sole exchangeable apolipoprotein found in insect hemolymph, apolipophorin III (apoLp-III), 1 provides an excellent model to study lipid association-induced conformational changes of amphipathic exchangeable apolipoproteins. ApoLp-III is well characterized in terms of physicochemical and functional properties (see Van der Horst, 1990;Blacklock and Ryan, 1994; Soulages and Wells, 1994, for reviews). Structural informa...