After low pH-triggered membrane insertion, the T domain of diphtheria toxin helps translocate the catalytic domain of the toxin across membranes. In this study the hydrophilic N-terminal helices of the T domain (TH1-TH3) were studied. Both the changes in conformation triggered by exposure to low pH and topography upon membrane insertion were studied. These experiments involved bimane or BODIPY labeling of single Cys introduced at various positions, followed by measurement of bimane emission wavelength, bimane exposure to fluorescence quenchers, and antibody binding to BODIPY groups. Upon exposure of T domain in solution to low pH it was found that the hydrophobic face of TH1, which is buried in the native state at neutral pH, became exposed to solution. When T domain was added externally to lipid vesicles at low pH, the hydrophobic face of TH1 became buried within the lipid bilayer. Helices TH2 and TH3 also inserted into the bilayer after exposure to low pH. However, in contrast to helices TH5-TH9, overall TH1-3 insertion was shallow and there was no significant change in TH1-TH3 insertion depth when the T domain switched from the shallowlyinserting (P) to deeply-inserting (TM) conformation. Binding of streptavidin to biotinylated Cys residues was used to investigate whether solution-exposed residues of membrane-inserted T domain were exposed on the external or internal surface of the bilayer. These experiments showed that when T domain is externally added to vesicles, the entire TH1-TH3 segment remains on the cis (outer) side of the bilayer. The results of this study suggest that membrane-inserted TH 1-3 form autonomous segments that neither deeply penetrate the bilayer nor interact tightly with translocation-promoting structure formed by the hydrophobic TH 5-9 sub-domain. Instead, TH1-3 may aid translocation by acting as an A chain-attached flexible tether.Diphtheria toxin (DT), a cytotoxic protein with 535 amino acid residues, is secreted by pathogenic strains of Corynebacterium diphtheriae. The three-dimensional structure of DT in solution at neutral pH was first solved by Choe et al. (4). This study showed that the toxin consists of a catalytic domain (C), a membrane-inserting translocation domain (T) and a receptor-binding domain (R). The protein is secreted as a single polypeptide chain and is then cleaved at residue 193 between the C and T domains by a protease, likely furin, to create an active form (5,6). This cleavage event yields a N-terminal A chain (equivalent to the catalytic domain) linked by a disulfide bond to a C-terminal B chain composed of the T and R domains.The killing action of DT involves several distinct steps. The first steps involve binding to a receptor (a membrane-anchored version of a heparin-binding epidermal-growth-factor-like protein (7)) on the surface of sensitive cells and subsequent receptor-mediated endocytosis. Translocation of the A chain of the toxin across the endosomal membrane and into the