Vibrio cholerae hemolysin (HlyA), a water-soluble protein with a native monomeric relative molecular mass of 65 000, forms transmembrane pentameric channels in target biomembranes. The HlyA binds to lipid vesicles nonspecifically and without saturation; however, self-assembly is triggered specifically by cholesterol. Here we show that the HlyA partitioned quantitatively to amphiphilic media irrespective of their compositions, indicating that the toxin had an amphiphilic surface. Asialofetuin, a b1-galactosyl-terminated glycoprotein, which binds specifically to the HlyA in a lectin-glycoprotein type of interaction and inhibits carbohydrate-independent interaction of the toxin with lipid, reduced effective amphiphilicity of the toxin significantly. Resistance of the HlyA to proteases together with the tryptophan fluorescence emission spectrum suggested a compact structure for the toxin. Fluorescence energy transfer from the HlyA to dansyl-phosphatidylethanolamine required the presence of cholesterol in the lipid bilayer and was synchronous with oligomerization. Phospholipid bilayer without cholesterol caused a partial unfolding of the HlyA monomer as indicated by the transfer of tryptophan residues from the nonpolar core of the protein to a more polar region. These observations suggested: (a) partitioning of the HlyA to lipid vesicles is driven by the tendency of the amphiphilic toxin to reduce energetically unfavorable contacts with water and is not affected significantly by the composition of the vesicles; and (b) partial unfolding of the HlyA at the lipidwater interface precedes and promotes cholesterol-induced oligomerization to an insertion-competent configuration.Keywords: pore-forming toxin; amphiphilicity; lipidinduced conformational change; oligomerization; protein fluorescence.Vibrio cholerae hemolysin (HlyA), a water-soluble cytolytic protein expressed by many V. cholerae El Tor O1 and non-O1 strains [1,2], belongs to a large, heterologous family of pore-forming toxins (PFT) [3,4] that are ubiquitous in prokaryotic and eukaryotic organisms. The toxin has been cloned and sequenced [5,6]. The HlyA permeabilizes a wide spectrum of eukaryotic cells including human and rabbit erythrocytes [2] and synthetic lipid vesicles [7,8] by forming transmembrane pentameric [9] diffusion channels with a diameter of approximately 1.5 nm. In addition to binding specifically to cholesterol [9], the toxin shows a lectin-like property in interacting with b1-galactosyl-terminated glycoconjugates such as asialofetuin and asialothyroglobulin [10]. The purified toxin evokes secretion of fluid in a rabbit ligated ileal loop, suggesting its involvement in pathogenesis of cholera [11].A consensus on the pathway of induction of membrane damage by PFTs postulates a sequence of at least three discrete biochemical events: binding of the toxin monomer to a cell surface receptor, self-assembly to an amphiphilic prepore oligomer and insertion in the lipid bilayer generating a functional pore that mediates passive flux of molecules across ...