Calmodulin (CaM) binds to a domain near the C-terminus of the plasma-membrane Ca 2+ -ATPase (PMCA), causing the release of this domain and relief of its autoinhibitory function. We investigated the kinetics of dissociation and binding of Ca 2+ -CaM with a 28-residue peptide (C28W(1b)) corresponding to the CaM binding domain of isoform 1b of PMCA. CaM was labeled with a fluorescent probe on either the N-terminal domain at residue 34 or on the C-terminal domain at residue 110. Formation of complexes of CaM with C28W(1b) results in a decrease in the fluorescence yield of the fluorophore, allowing the kinetics of dissociation or binding to be detected. Using a maximum entropy method, we determined the minimum number and magnitudes of rate constants required to fit the data. Comparison of the fluorescence changes for CaM labeled on the C-terminal or N-terminal domain suggests sequential and ordered binding of the C-terminal and N-terminal domains of CaM with C28W(1b). For dissociation of C28W(1b) from CaM labeled on the N-terminal domain, we observed three time constants, indicating the presence of two intermediate states in the dissociation pathway. However, for CaM labeled on the C-terminal domain, we observed only two time constants, suggesting that the fluorescence label on the C-terminal domain was not sensitive to one of the kinetic steps. The results were modeled by a kinetic mechanism where an initial complex forms upon binding of the C-terminal domain of CaM to C28W(1b), followed by binding of the Nterminal domain, and then formation of a tight binding complex. Oxidation of methionine residues in CaM resulted in significant perturbations to the binding kinetics. The rate of formation of a tight binding complex was reduced, consistent with the lower effectiveness of oxidized CaM in activating the Ca 2+ pump.Calmodulin is a cellular Ca 2+ sensor that interacts with numerous target enzymes in response to changes in intracellular Ca 2+ concentrations. The geometries of complexes between CaM and target domains are diverse, as CaM and the target may form not only compact structures, but also more extended bound conformations (1). It is well established that the C-terminal domain of CaM binds Ca 2+ with about an order of magnitude higher affinity than the N-terminal domain (2,3), and it also binds more tightly than the N-terminal domain to some targets (4,5).One important CaM target is the plasma membrane Ca 2+ -ATPase (PMCA), a membrane Ca 2+ pump critical for regulation of intracellular Ca 2+ levels (6,7). Several researchers have speculated that an intermediate in the CaM-mediated activation of PMCA corresponds to a * Corresponding Author E-mail: ckjohnson@ku.edu Telephone (785) (5), shows the C-terminal domain of CaM bound to the peptide while the N-terminal domain is free (pdb 1cff (4)). Other experiments show that a peptide with just four more residues (C24W) binds in a final structure where both terminal domains of CaM interact with the target (9,10). Squier and co-workers showed that CaM C (res...