Serum paraoxonases (PONs) are calcium-dependent lactonases that catalyze the hydrolysis and formation of a variety of lactones, with a clear preference for lipophilic lactones. However, the lactonase mechanism of mammalian PON1, a high density lipoproteinassociated enzyme that is the most studied family member, remains unclear, and other family members have not been examined at all. We present a kinetic and site-directed mutagenesis study aimed at deciphering the lactonase mechanism of PON1 and PON3. The pHrate profile determined for the lactonase activity of PON1 indicated an apparent pK a of ϳ7. Serum paraoxonases (PONs) 2 constitute a family of calcium-dependent mammalian enzymes that have been recently defined as lipophilic lactonases. PON1 is the best studied member of the family, with other members being PON2 and PON3 (1, 2). PON1 catalyzes the hydrolysis of multiple substrates: lactones, thiolactones, carbonates, esters, and phosphotriesters, including paraoxon, from which its name is derived. However, only after a few decades of research, it became apparent that PON1 and the other PONs are in fact lactonases (3-6), catalyzing both the hydrolysis (4, 6) and formation (7) of a variety of lactones. Structurereactivity studies (6) and laboratory evolution experiments (3) indicate that the native activity of PON1 is lactonase. The other activities, e.g. arylesterase and phosphotriesterase (paraoxonase), are merely promiscuous and are not shared by other family members, e.g. PON2 and PON3. PON1 activation by binding to high density lipoprotein particles carrying apoA-I also indicates high specificity toward lactone substrates and, in particular, lipophilic lactones that display k cat /K m values of 10 6 -10 7 M Ϫ1 s Ϫ1 (5). The physiological substrates of PONs are still unknown, but they are likely to include lactones consumed as food ingredients (8) or derivatives of fatty acid oxidation processes, e.g. 5-hydroxyeicosatetraenoic acid lactone (4,8), that reside in high density lipoprotein, low density lipoprotein, or macrophage cells. PON1 is composed of 354 amino acids. The enzyme has two calciumbinding sites: the higher affinity calcium is required for the structural integrity, whereas the lower affinity calcium is involved in catalysis (9). Early mechanistic studies using chemical labeling and site-directed mutagenesis identified several residues that are involved in the phosphotriesterase and esterase activities of human PON1 (10, 11). However, because these studies were conducted before the three-dimensional structure of PON1 was known, it was largely unclear whether these amino acids are indeed in the PON1 active site or whether they are involved in substrate binding, Ca 2ϩ binding, or catalysis. Recently, a crystal structure of a recombinant PON1 (rePON1) variant (G2E6) was solved at a resolution of 2.2Å, providing the first structure of a PON family member (12). This variant was directly evolved from rabbit PON1. It is expressed in a soluble and active form in Escherichia coli and exhibits enzymatic pr...