The enveloped alphavirus Semliki Forest virus (SFV) infects cells via a low-pH-triggered membrane fusion reaction that requires cholesterol and sphingolipid in the target membrane. Cholesterol-depleted insect cells are highly resistant to alphavirus infection and were used to select srf-3, an SFV mutant that is ϳ100-fold less cholesterol dependent for infection due to a single amino acid change in the E1 spike subunit, proline 226 to serine. Sensitive lipid-mixing assays here demonstrated that the in vitro fusion of srf-3 and wild-type (wt) virus with cholesterol-containing liposomes had comparable kinetics, activation energies, and sphingolipid dependence. In contrast, srf-3 fusion with sterol-free liposomes was significantly more efficient than that of wt virus. Thus, the srf-3 mutation does not affect its general fusion properties with purified lipid bilayers but causes a marked and specific reduction in cholesterol dependence. Upon exposure to low pH, the E1 spike subunit undergoes distinct conformational changes, resulting in the exposure of an acid conformation-specific epitope and formation of an E1 homotrimer. These conformational changes were strongly cholesterol and sphingolipid dependent for wt SFV and strikingly less cholesterol dependent for srf-3. Our results thus demonstrate the functional importance of fusogenic E1 conformational changes in the control of SFV cholesterol dependence.In spite of long-standing interest in the role of cholesterol, its functions in eukaryotic cells are not well understood. Cholesterol is essential for mammalian cells and is believed to be required as both a bulk component of cell membranes and a specific modulator of membrane protein function (reviewed in references 40 and 57). Increased evidence for the importance of cholesterol has come from recent studies demonstrating that cholesterol is a covalent adduct critical for the function of embryonic signalling molecules (46) and that cholesterol is involved in the formation and function of caveolae and clathrin-coated vesicles, key membrane specializations in mammalian cells (5, 47, 52). A well-defined example of a membrane protein with a specific functional requirement for cholesterol is the Semliki Forest virus (SFV) spike glycoprotein, which requires cholesterol to mediate the fusion of the virus membrane with a target membrane. Membrane fusion is the mechanism used by enveloped viruses to infect cells and also plays a key role in such important cellular processes as endocytosis, exocytosis, and cell-cell fusion (22). The SFV spike protein thus illustrates the potential importance of specific membrane lipids in the function of a fusion protein and represents a model for cholesterol-membrane protein interactions.SFV is a member of the alphaviruses, enveloped RNA viruses that infect cells by using receptor-mediated endocytosis and low-pH-mediated fusion of the virus membrane with that of the endosome (reviewed in references 19, 25, 26, and 51). SFV fusion with liposomes has a striking requirement for two specific lipid...