Listeriolysin O (LLO) is a cholesterol-dependent cytolysin that is an essential virulence factor of Listeria monocytogenes. LLO poreforming activity is pH-dependent; it is active at acidic pH (<6), but not at neutral pH. In contrast to other pH-dependent toxins, we have determined that LLO pore-forming activity is controlled by a rapid and irreversible denaturation of its structure at neutral pH at temperatures >30°C. Rapid denaturation is triggered at neutral pH by the premature unfolding of the domain 3 transmembrane -hairpins; structures that normally form the transmembrane -barrel. A triad of acidic residues within domain 3 function as the pH sensor and initiate the denaturation of LLO by destabilizing the structure of domain 3. These studies provide a view of a molecular mechanism by which the activity of a bacterial toxin is regulated by pH.Listeria ͉ toxin ͉ pore T he contribution of the cholesterol-dependent cytolysin (CDC), listeriolysin O (LLO), to the escape of Listeria monocytogenes (LM) from the macrophage phagosome has been an intensely studied aspect of LM virulence. LLO is a virulence factor of LM and is essential for its escape from the phagocytic vesicle of the macrophage (1-6). LLO, a member of the large family of CDCs, was first characterized by Geoffrey et al. (7), and its pore-forming activity was shown to have a marked pH optimum. LLO exhibits very little cytolytic activity at neutral pH but substantial activity at pH Ͻ6. Within the large family of CDCs, the pH-dependence of pore-forming activity is unique to the listerial CDCs, and this characteristic appears to be important to the successful intracellular replication of LM (1-6).Successful intracellular replication of LM depends on restricting the cytolytic activity of LLO to the macrophage phagosome (1,2,8,9). The pH dependence of LLO appears to be important to the intracellular survival of LM. LM expressing the pHinsensitive CDC perfringolysin O (PFO) cannot replicate intracellularly and are avirulent (1). LM expressing PFO could escape the macrophage phagosome, but PFO lysed the plasma membrane and disrupted the intracellular replication of LM. The inhibition of endosome acidification also prevents the formation of LLO pores in the vacuolar membrane (3), consistent with the fact that LLO remains relatively inactive at neutral pH. Therefore, active LLO is necessary in the phagosome for bacterial escape, but its activity must be curtailed in the cytoplasm to prevent plasma membrane lyses.The molecular basis for the pH effect on LLO activity is unknown. Unrelated pH-activated toxins, such as diphtheria toxin or anthrax toxin, are only active in the low pH environment of the endosome. Both anthrax and diphtheria toxin are inactive at neutral pH, but an acidic pH triggers conformational changes in the ''B'' or translocation domain of each toxin that results in the insertion of transmembrane domains with the concomitant translocation of the enzymatic ''A'' fragment into the eukaryotic cell cytosol (10-14). Therefore, diphtheria and anthra...