In this paper we report calculations of electrostatic interactions between the transducin (G t ) ␥ heterodimer (G t ␥) and phospholipid membranes. Although membrane association of G t ␥ is due primarily to the hydrophobic penetration into the membrane interior of a farnesyl chain attached to the ␥ subunit, structural studies have revealed that there is a prominent patch of basic residues on the surface of the  subunit surrounding the site of farnesylation that is exposed upon dissociation from the G t ␣ subunit. Moreover, phosducin, which produces dissociation of G t ␥ from membranes, interacts directly with G t ␥ and introduces a cluster of acidic residues into this region. The calculations, which are based on the finite difference Poisson-Boltzmann method, account for a number of experimental observations and suggest that charged residues play a role in mediating protein-membrane interactions. Specifically, the calculations predict the following. 1) Favorable electrostatic interactions enhance the membrane partitioning due to the farnesyl group by an order of magnitude although G t ␥ has a large net negative charge (؊12). 2) This electrostatic attraction positions G t ␥ so that residues implicated in mediating the interaction of G t ␥ with its membrane-bound effectors are close to the membrane surface.3) The binding of phosducin to G t ␥ diminishes the membrane partitioning of G t ␥ by an order of magnitude. 4) Lowering the ionic strength of the solution converts the electrostatic attraction into a repulsion. Sequence analysis and homology model building suggest that our conclusions may be generalized to other G␥ and phosducin isoforms as well.The interaction of proteins with cellular membranes is a central feature of signal transduction. Many proteins involved in interfacial signaling contain a lipophilic modification (e.g. myristate and farnesyl) that contributes to membrane association by partitioning hydrophobically into the membrane interior (1, 2). Examples of such proteins include heterotrimeric G proteins, small GTPases, and nonreceptor tyrosine kinases. A lipid modification alone usually cannot provide enough energy to keep a protein anchored to a cellular membrane (3) and often occurs in conjunction with additional membrane binding motifs. For example, most Src family kinases (1), H-and N-Ras (4), and many G␣ subunits (5) have dual lipophilic modifications, while other proteins, e.g. K-Ras4B (6, 7) and Src itself (8, 9), have both a lipophilic attachment and an adjacent cluster of basic residues that are attracted electrostatically to the charged surface of lipid bilayers. Heterotrimeric G proteins are acylated on the ␣ subunit and prenylated on the ␥ subunit, and the membrane association of the inactive heterotrimer is due primarily to the penetration of both of these lipophilic modifications into the hydrocarbon region of the membrane (10). The exchange of GTP for GDP on the ␣ subunit, catalyzed by an activated G protein-coupled receptor, results in the dissociation of G␣ from the G␥ h...