Apolipophorin III (apoLp-III) is an exchangeable apolipoprotein whose structure is represented as a bundle of five amphipathic ␣-helices. In order to study the properties of the helical domains of apolipophorin III, we designed and obtained five single-tryptophan mutants of Locusta migratoria apoLp-III. The proteins were studied by UV absorption spectroscopy, time-resolved and steady-state fluorescence spectroscopy, and circular dichroism. Fluorescence anisotropy, near-UV CD and solute fluorescence quenching studies indicate that the Trp residues in helices 1 (N-terminal) and 5 (C-terminal) have the highest conformational flexibility. These two residues also showed the highest degree of hydration. Trp residues in helices 3 and 4 display the lowest mobility, as assessed by fluorescence anisotropy and near UV CD. The Trp residue in helix 2 is protected from the solvent but shows high mobility. As inferred from the properties of the Trp residues, helices 1 and 5 appear to have the highest conformational flexibility. Helix 2 has an intermediate mobility, whereas helices 3 and 4 appear to constitute a highly ordered domain. The model presented here predicts that the relaxation of the tertiary structure and the concomitant exposure of the hydrophobic core take place through the disruption of the weak interhelical contacts between helices 1 and 5. To some extent, the weakness of the helix 1-helix 5 interaction would be due to the parallel arrangement of these helices.Exchangeable apolipoproteins belong to a class of proteins rich in amphipathic ␣-helical domains (1, 2). These proteins regulate the metabolism of lipids and lipoproteins in animals (3-5) and can be found associated with lipoproteins or in a lipid-free state. Several contributions to the understanding of the relationship between structure and function of exchangeable apolipoproteins have been made through the study of the insect exchangeable apolipoprotein, apolipophorin III (apoLp-III).1 Apolipophorin III is an exchangeable apolipoprotein (17 kDa) that is present as a free water-soluble protein, or bound to the lipid surface of the major insect lipoprotein, lipophorin (6 -8). The structure of Locusta migratoria apoLp-III has been determined by x-ray crystallography (9). Its structure is described as a bundle of five amphipathic ␣-helices, where the nonpolar faces of the helices are oriented toward the protein core.The binding of exchangeable apolipoproteins to the lipoprotein surface responds to changes in physical chemical properties of the lipoprotein lipid surface domain. The physiological role of apoLp-III is binding to a lipoprotein surface that has been destabilized by an excess of diacylglycerol (10 -12). The hydrophobic moment and the distribution of charged residues on the polar face of the amphipathic ␣-helices of the apolipoproteins constitute a key structural element of the exchangeable apolipoproteins (1, 2). Moreover, the thermodynamics and kinetics of the binding process are also dependent on the structure and dynamics of the apolipoprotein...