The Escherichia coli outer membrane phospholipid:lipid A palmitoyltransferase PagP is normally a latent enzyme, but it can be directly activated in outer membranes by lipid redistribution associated with a breach in the permeability barrier. We now demonstrate that a lipid A myristate deficiency in an E. coli O157:H7 msbB mutant constitutively activates PagP in outer membranes. The lipid A myristate deficiency is associated with hydrophobic antibiotic sensitivity and, unexpectedly, with serum sensitivity, which resulted from O-antigen polysaccharide absence due to a cytoplasmically determined truncation at the first outer core glucose unit of the R3 core oligosaccharide. Mutational inactivation of pagP in the myristate-deficient lipid A background aggravated the hydrophobic antibiotic sensitivity as a result of losing a partially compensatory increase in lipid A palmitoylation while simultaneously restoring serum resistance and O-antigen attachment to intact lipopolysaccharide. Complementation with either wild-type pagP or catalytically inactive pagPSer77Ala alleles restored the R3 core truncation. However, the intact lipopolysaccharide was preserved after complementation with an internal deletion pagP⌬5-14 allele, which mostly eliminates a periplasmic amphipathic ␣-helical domain but fully supports cell surface lipid A palmitoylation. Our findings indicate that activation of PagP not only triggers lipid A palmitoylation in the outer membrane but also separately truncates the R3 core oligosaccharide in the cytoplasm. We discuss the implication that PagP might function as an apical sensory transducer, which can be activated by a breach in the outer membrane permeability barrier.Like most enteric Gram-negative bacteria, Escherichia coli surrounds its cytoplasmic membrane with a reticulated peptidoglycan exoskeleton (murein) and an outer membrane (OM), 5 which demarcates the so-called periplasmic space. The enterobacterial OM is an asymmetric lipid bilayer in which lipopolysaccharide (LPS) exclusively lines the external leaflet, whereas phospholipids line the inner leaflet (1, 2). The asymmetric lipid organization provides a permeability barrier to hydrophobic antibiotics and detergents encountered in the natural and host environments. Although hydrophobic antibiotics can freely permeate through phospholipid bilayers, negative charges in LPS are bridged by Mg 2ϩ ions to create tight lateral packing interactions, which largely prevent permeation (3, 4). According to current models, perturbations of OM lipid asymmetry can result from the migration of phospholipids into the external leaflet to create localized rafts of phospholipid bilayers, which render bacteria susceptible to hydrophobic antibiotics (5, 6).The LPS is a tripartite molecule consisting of the hydrophobic anchor lipid A (endotoxin), the core oligosaccharide, which is divided into the inner and outer core regions, and the O-antigen polysaccharide (7). The so-called rough LPS includes only the lipid A-core and is usually distinguished from the smooth LPS ...