Oxidation of thioester substrates in the medium-chain acyl-CoA dehydrogenase involves R-proton abstraction by the catalytic base, Glu376, with transfer of a -hydride equivalent to the flavin prosthetic group. Polarization of bound acyl-CoA derivatives by the recombinant human liver enzyme has been studied with 4-thia-trans-2-enoyl-CoA analogues. Polarization is maximal at low pH, with an apparent pK of 9.2 for complexes with the C8 analogue, and progressively lower pK values as the length of the chain increases. This pH effect reflects ionization of the catalytic base, since polarization of a variety of enoyl-CoA analogues by the Glu376Gln mutant is pH independent. Binding of these ligands is accompanied by uptake of about 1 proton with the wild-type enzyme, but only about 0.1 proton with the Glu376Gln mutant. Rapid reaction studies show that proton uptake with the wild-type enzyme occurs at the same rate as polarization of the enoyl-CoA thioester, but is much slower than the initial ligand binding step. Studies with 6-OH-FAD-substituted enzyme show that this isomerization reaction also influences the flavin prosthetic group inducing deprotonation to the green anionic form. The failure of the bound thioether analogue, octyl-SCoA, to elicit pK shifts to flavin and Glu376 shows the importance of the thioester carbonyl oxygen in modulating key properties of the medium-chain enzyme. The role of thioester-mediated desolvation within the active site of the acyl-CoA dehydrogenases is discussed.The reductive half-reaction in the acyl-CoA dehydrogenases involves abstraction of the pro-R-R-proton of a bound acyl-CoA thioester with elimination of the pro-R--hydrogen as a hydride equivalent to the N-5 position of the flavin. The reaction appears concerted with normal (Scheme 1) substrates (1-5). The transition state for the dehydrogenation reaction is likely to have appreciable enolate character as negative charge migrates from the carboxylate base through the thioester to the flavin prosthetic group (6-10) (Scheme 2). Substitution of the C-3 methylene group in substrate analogues such as compounds 1 and 2 in Chart 1 precludes hydride transfer, but proton abstraction leads to the generation of strongly absorbing enolate to flavin chargetransfer complexes (7,11,12). These studies illustrate the profound stabilization of the enolates of these weakly acidic substrate analogues (with pK values lowered by 8-12 units; 7, 11, 12) on binding to the enzyme. The acidification of normal thioester substrates has been suggested to be even greater (12). The crystal structure of the medium-chain acylCoA dehydrogenase complexed with acyl-CoA substrates (13) suggests that the developing enolate might be stabilized in part by two hydrogen bonds: one from the 2′-OH of the ribityl side chain of FAD and one from a peptide N-H group to the substrate carbonyl oxygen (7,10,13; heavy dashed lines in Scheme 2). Thus, removal of one of these interactions by reconstitution of the enzyme with 2′-deoxy-FAD leads to a profound (g10 6 -fold) sl...