Activation of Bax or Bak is essential for the completion of many apoptotic programmes. Under cytotoxic conditions, these proteins undergo a series of conformational rearrangements that end up with their oligomerization. We found that unlike inactive monomeric Bax, active oligomerized Bax is partially resistant to trypsin digestion, providing a convenient read out to monitor Bax activation. Using this assay, we studied how the lipid composition of membranes affects tBid-induced Bax activation in vitro with pure liposomes. We report that Bax activation is inhibited by cholesterol and by decreases in membrane fluidity. This observation was further tested in vivo using the drug U18666A, which we found increases mitochondrial cholesterol levels. When incubated with tBid, mitochondria isolated from U18666A-treated cells showed a delay in the release of Smac/Diablo and Cytochrome c, as well as in Bax oligomerization. Moreover, pre-incubation with U18666A partially protected cells from stressinduced apoptosis. As many tumours display high mitochondrial cholesterol content, inefficient Bax oligomerization might contribute to their resistance to apoptosis-inducing agents. Among the stimuli that lead to apoptosis, a series of stress conditions trigger the permeabilization of the mitochondrial outer membrane (MOM) and the release of pro-apoptotic factors that will activate caspases in the cytosol. This so-called intrinsic apoptotic pathway is tightly regulated by proteins of the Bcl-2 family, among which the pro-apoptotic members Bax and Bak are essential. They seem to be the central players whose activation results in MOM permeabilization.Under resting conditions, whereas Bak essentially resides in the MOMs, Bax is found in loose association with membranes (mainly the MOMs) or as a soluble protein in the cytosol. Following many cytotoxic signals, Bax and Bak undergo a series of conformational rearrangements. 1 Bax translocates to mitochondria and inserts into the MOMs in a form that cannot be detached by alkali treatment. Bax and Bak then uncover N-terminal epitopes and oligomerize. Oligomerization, shown by size exclusion chromatography, 2 crosslinking experiments 3,4 and native gel electrophoresis, 5 appears as the critical step resulting in MOM permeabilization. However, despite many efforts, it remains unclear how each of these conformational rearrangements is regulated, and how Bax/Bak oligomerization leads to the release of mitochondrial apoptogenic factors. Both processes are undoubtedly regulated by other members of the Bcl-2 family, 6,7 but the participation of many unrelated proteins was also proposed. 8 While a BH3-only protein appears to be sufficient for Bax to oligomerize in synthetic liposomes, 9,10 additional proteins could be required for its activation in isolated mitochondria. 11 These might directly interact with Bax, and/or modify the membrane properties to allow its oligomerization. Interaction with mitochondrial lipids is indeed an important parameter to consider as the final conformational rearrange...