Bcl-x L regulates apoptosis by maintaining the integrity of the mitochondrial outer membrane by adopting both soluble and membrane-associated forms. The membrane-associated conformation does not require a conserved, C-terminal transmembrane domain and appears to be inserted into the bilayer of synthetic membranes as assessed by membrane permeabilization and critical surface pressure measurements. Membrane association is reversible and is regulated by the cooperative binding of approximately two protons to the protein. Two acidic residues, Glu153 and Asp156, that lie in a conserved hairpin of Bcl-x L ΔTM appear to be important in this process on the basis of a 16% increase in the level of membrane association of the double mutant E153Q/D156N. Contrary to that for the wild type, membrane permeabilization for the mutant is not correlated with membrane association. Monolayer surface pressure measurements suggest that this effect is primarily due to less membrane penetration. These results suggest that E153 and D156 are important for the Bclx L ΔTM conformational change and that membrane binding can be distinct from membrane permeabilization. Taken together, these studies support a model in which Bcl-x L activity is controlled by reversible insertion of its N-terminal domain into the mitochondrial outer membrane. Future studies with Bcl-x L mutants such as E153Q/D156N should allow determination of the relative contributions of membrane binding, insertion, and permeabilization to the regulation of apoptosis.Bcl-2 proteins act as checkpoints in the regulation of apoptosis by integrating intracellular signals to control the permeability and possibly the morphology of the mitochon-drion (1-9). For many Bcl-2 proteins, this checkpoint involves a change in localization from the cytosol to the mitochondrion (10-13). For example, Bcl-x L displays mixed localization to the cytosol and to organellar membranes, including the mitochondrion. After an apoptotic stimulus, Bcl-x L appears to localize primarily to the mitochondrial outer membrane where it may bind other apoptotic factors such as Bad (10,11,14) or form an ion channel thought to maintain the integrity of the mitochondrial membrane (11,(15)(16)(17). While mixed localization of Bcl-x L is well-established, the relative importance of cytosolic-and membranous-localized protein to the regulation of apoptosis is not. Intriguingly, the membrane activity of Bcl-x L may contribute more to its anti-apoptotic activity than its ability to sequester pro-apoptotic proteins: a mutant