␣-Tocopherol is a member of the vitamin E family that functions as the principal fat-soluble antioxidant in vertebrates. Body-wide distribution of tocopherol is regulated by the hepatic ␣-tocopherol transfer protein (␣TTP), which stimulates secretion of the vitamin from hepatocytes to circulating lipoproteins. This biological activity of ␣TTP is thought to stem from its ability to facilitate the transfer of vitamin E between membranes, but the mechanism by which the protein exerts this activity remains poorly understood. Using a fluorescence energy transfer methodology, we found that the rate of tocopherol transfer from lipid vesicles to ␣TTP increases with increasing ␣TTP concentration. This concentration dependence indicates that ligand transfer by ␣TTP involves direct protein-membrane interaction. In support of this notion, equilibrium analyses employing filtration, dual polarization interferometry, and tryptophan fluorescence demonstrated the presence of a stable ␣TTP-bilayer complex. The physical association of ␣TTP with membranes is markedly sensitive to the presence of vitamin E in the bilayer. Some naturally occurring mutations in ␣TTP that cause the hereditary disorder ataxia with vitamin E deficiency diminish the effect of tocopherol on the protein-membrane association, suggesting a possible mechanism for the accompanying pathology.Vitamin E is the major lipid-soluble antioxidant in numerous species. By virtue of its radical-trapping activity, vitamin E is thought to alleviate oxidative damage in cells, and thus, to prevent various pathologies related to oxidative stress. Vertebrates selectively accumulate only one form of vitamin E from dietary mixtures, namely RRR-␣-tocopherol (1, 2). This preferential retention is achieved through degradation of other forms of vitamin E (e.g. Refs. 3 and 4) and the selective, high affinity binding of RRR-␣-tocopherol (herein abbreviated tocopherol) by the hepatic ␣-tocopherol transfer protein (␣TTP) 2 (5, 6). In vitro, ␣TTP binds tocopherol with high selectivity and affinity and catalyzes transfer of the vitamin between membrane vesicles (7-9). In cultured hepatocytes, expression of ␣TTP enhances secretion of vitamin E to the culture media (10, 11). It is generally believed that in vivo ␣TTP is critical for the incorporation of dietary RRR-␣-tocopherol into circulating lipoproteins, which deliver the vitamin to target cells. The role of ␣TTP in regulating whole-body levels of tocopherol is underscored by the fact that mutations in the ttpA gene cause hereditary vitamin E deficiency (ataxia with vitamin E deficiency, AVED (12)). AVED patients present progressive neurodegeneration and low plasma tocopherol levels. Multiple mutations in the ttpA gene were identified in AVED patients, which are thought to impair the cellular activities of the protein. Substitution mutations such as R59W, E141K, and R221W cause an early onset, severe form of the AVED syndrome, whereas the H101Q, A120T, and R192H substitutions are associated with a later onset, milder form of the disorder...