The lipid A residues of certain Gram-negative bacteria, including most strains of Salmonella and Pseudomonas, are esterified with one or two secondary S-2-hydroxyacyl chains. The S-2 hydroxylation process is O 2 -dependent in vivo, but the relevant enzymatic pathways have not been fully characterized because in vitro assays have not been developed. We previously reported that expression of the Salmonella lpxO gene confers upon Escherichia coli K-12 the ability to synthesize 2-hydroxymyristate modified lipid A (Gibbons, H. S., Lin, S., Cotter, R. J., and Raetz, C. R. H. J. Biol. Chem. 275, 32940-49, 2000). We now demonstrate that inactivation of lpxO, which encodes a putative Fe 2+ /O 2 /α-ketoglutarate-dependent dioxygenase, abolishes S-2-hydroxymyristate formation in S. typhimurium. Membranes of E. coli strains expressing lpxO are able to hydroxylate Kdo 2 -[4′-32 P]-lipid A in vitro in the presence of Fe 2+ , O 2 , α-ketoglutarate, ascorbate and Triton X-100. The Fe 2+ chelator 2,2′-bipyridyl inhibits the reaction. The product generated in vitro is a mono-hydroxylated Kdo 2 -lipid A derivative. The [4′-32 P]-lipid A released by mild acid hydrolysis from the in vitro product migrates with authentic S-2-hydroxlyated lipid A isolated from 32 P-labeled S. typhimurium cells. Electrospray ionization mass spectrometry and gas chromatography/mass spectrometry of the in vitro product are consistent with the 2-hydroxylation of the 3′-secondary myristoyl chain of Kdo 2 -lipid A. LpxO contains two predicted trans-membrane helices (one at each end of the protein), and its active site likely faces the cytoplasm. LpxO is an unusual example of an integral membrane protein that is a member of the Fe 2+ /O 2 /α-ketoglutarate-dependent dioxygenase family.The Salmonella typhimurium genome encodes several enzymes ( Fig. 1) that catalyze the covalent modification of the Kdo 2 -lipid A region of lipopolysaccharide (LPS) 1 (1,2). Activation of the PmrA/PmrB two component system by growth at low pH or as the result of point mutations in induces the transcription of the enzymes EptA and ArnT, which attach phosphoethanolamine (pEtN) 1 and 4-amino-4-deoxy-L-arabinose (L-Ara4N) 1 units to lipid A, respectively ( Fig. 1) (9-11). The active sites of EptA and ArnT are located on the outer surface of the inner membrane (12). Activation of the PhoP/PhoQ two-component system by growth of cells at low divalent cation concentrations (13-15), or in the presence of cationic antimicrobial peptides (16), induces the genes encoding the outer membrane enzymes and PagL (20,21), which remodel the acyl chains of lipid A (Fig. 1). The addition of a pEtN unit to the outer Kdo residue by EptB (Fig. 1) is independent of PmrA/PmrB and PhoP/ PhoQ, but instead is induced by 5 to 50 mM Ca 2+ ions (22,23).*Author to whom correspondence should be addressed: C. R. H. Raetz at (919) Fax (919) [33][34][35]. The active sites of these enzymes contain a single ferrous ion, usually coordinated by a His-X-Asp/Glu-X n -His facial triad motif in which n denotes...