LpxD catalyzes the third step of lipid A biosynthesis, the R-3-hydroxymyristoyl-acyl carrier protein (R-3-OHC 14 -ACP)-dependent N-acylation of UDP-3-O-(R-3-hydroxymyristoyl)-α-D-glucosamine [UDP-3-O-(R-3-OHC 14 )-GlcN]. We have now over-expressed and purified E. coli LpxD to homogeneity. Steady state kinetics suggest a compulsory ordered mechanism in which R-3-OHC 14 -ACP binds prior to UDP-3-O-(R-3-OHC 14 )-GlcN. The product, UDP-2,3-diacylglucosamine, dissociates prior to ACP; the latter is a competitive inhibitor against R-3-OHC 14 -ACP and a noncompetitive inhibitor against UDP-3-O-(R-3-OHC 14 )-GlcN. UDP-2-N-(R-3-hydroxymyristoyl)-α-D-glucosamine, obtained by mild base hydrolysis of UDP-2,3-diacylglucosamine, is a noncompetitive inhibitor against both substrates. Synthetic R-3-hydroxylauroylmethylphosphopantetheine is an uncompetitive inhibitor against R-3-OHC 14 -ACP and a competitive inhibitor against UDP-3-O-(R-3-OHC 14 )-GlcN, but R-3-hydroxylauroyl-methylphosphopantetheine is also a very poor substrate. A compulsory ordered mechanism is consistent with the fact that R-3-OHC 14 -ACP has a high binding affinity for free LpxD, whereas UDP-3-O-(R-3-OHC 14 )-GlcN does not. Divalent cations inhibit R-3-OHC 14 -ACP-dependent acylation but not R-3-hydroxylauroylmethylphosphopantetheine-dependent acylation, indicating that the acidic recognition helix of R-3-OHC 14 -ACP contributes to binding. The F41A mutation increases the K M for UDP-3-O-(R-3-OHC 14 )-GlcN 30-fold, consistent with aromatic stacking of the corresponding F43 side chain against the uracil moiety of bound UDP-GlcNAc in the x-ray structure of Chlamydia trachomatis LpxD. Mutagenesis implicates E. coli H239 but excludes H276 as the catalytic base, and neither residue is likely to stabilize the oxyanion intermediate.Lipid A is the hydrophobic moiety of lipopolysaccharide (LPS) 1 , which constitutes the outer leaflet of the outer membrane of most Gram-negative bacteria (1-3). The lipid A moiety of LPS is usually required for bacterial growth (3,4) and is a potent activator of the mammalian innate immune system via the TLR4/MD-2 complex (5,6). Over-production of cytokines due to excessive stimulation of TLR4/MD-2 may occur during severe Gram-negative infections and may contribute to the life-threatening complications of septic shock (7,8).The Kdo 2 -lipid A substructure of Escherichia coli LPS is synthesized by a conserved system of nine constitutive enzymes (Fig. 1A) (3). LpxD catalyzes the third reaction in this scheme, the R-3-hydroxymyristoyl-acyl carrier protein (R-3-OHC 14 (Fig. 1A). Although essential for growth and an excellent target for the design of new antibiotics (9), LpxD is one of the least characterized enzymes in the pathway. Kelly and Raetz identified *Author to whom correspondence should be addressed: C. R. H. Raetz at (919) 684-3384; Fax (919) 684-8885; raetz@biochem.duke.edu. 1 The abbreviations are: ACP, acyl carrier protein; Bis-Tris, 2,2-bis(hydroxymethyl)-2,2′,2″-nitrilotriethanol; CMC, critical micelle concentration;...