A new and sensitive molecular probe, 2-(2-hydroxyphenyl)imidazo[1,2-a]pyridine (HPIP), for monitoring structural changes in lipid bilayers is presented. Migration of HPIP from water into vesicles involves rupture of hydrogen (H) bonds with water and formation of an internal H bond once the probe is inside the vesicle. These structural changes of the dye allow the occurrence of a photoinduced intramolecular proton-transfer reaction and a subsequent twisting͞rotational process upon electronic excitation of the probe. The resulting large Stokes-shifted f luorescence band depends on the twisting motion of the zwitterionic phototautomer and is characterized in vesicles of dimyristoylphosphatidylcholine and in dipalmitoyl-phosphatidylcholine at the temperature range of interest and in the presence of cholesterol. Because the f luorescence of aqueous HPIP does not interfere in the emission of the probe within the vesicles, HPIP proton-transfer͞twisting motion f luorescence directly allows us to monitor and quantify structural changes within bilayers. The static and dynamic f luorescence parameters are sensitive enough to such changes to suggest this photostable dye as a potential molecular probe of the physical properties of lipid bilayers.Several fluorescent organic molecules have been described as molecular probes of structural and dynamical changes in lipid bilayers (1-3). These changes generally are observed by monitoring the variation of photophysical properties, such as fluorescence anisotropy and lifetime, spectral position, and fluorescence quantum yield of the dye within the bilayers (1-4). Recently, molecules showing excited-state protontransfer (ESPT) reactions have been suggested as probes for the study of protein conformation and binding-sites (5-8). ESPT reactions are very fast elementary processes (9-11) involved in various area of physics, chemistry, and biology (6-18). Because of the observed large Stokes-shifted fluorescence of the proton-transfer band in these systems, such molecules might show some advantages with respect to others having a normal Stokes-shifted emission band.Very recently, we have shown that the ESPT cycle can be coupled to a cis-trans isomerization reaction resulting in the formation of a rotamer of the phototautomer and opening a possible way to store information at a molecular level (15). We also reported on the photophysics and cyclodextrin inclusion of a dye, 2-(2Ј-hydroxyphenyl)imidazo[1,2-a]pyridine (HPIP, Fig. 1). HPIP shows ESPT in fluid (16) and restricted media (cyclodextrins, CDx) (17). More specifically, we showed that the proton motion within the internal H bond of this dye in the first electronically excited state generates a zwitterionic phototautomer emitting a large Stokes-shifted fluorescence band. In rigid media [poly(methyl methacrylate) films or in CDx] the yellow-green fluorescence comes from the tautomer 2 or one of its close rotamers (17). In fluid media 2 gives rise to the red-emitting species 3 through a rotational process around the C 2 OC 1Ј si...