Bacteriophage M 13 major coat protein has been incorporated at different lipid/protein ratios in lipid bilayers consisting of various ratios of dimyristoylphosphatidylcholine (DMPC) to dimyristoylphosphatidylglycerol (DMPG). Spin-label ESR experiments were performed with phospholipids labeled at the C-14 position of the sn-2 chain. For M 13 coat protein recombinants with DMPC alone, the relative association constants were determined for the phosphatidylcholine, phosphatidylglycerol, and phosphatidic acid spin-labels and found to be 1 .O, 1 .O, and 2.1 relative to the background DMPC, respectively. The number of association sites for each phospholipid on the protein was found to be 4 per protein monomer. The intrinsic off-rates for lipid exchange at the intramembranous surface of the protein in DMPC alone a t 30 OC were found to be 5 X lo6, 6 X lo6, and 2 X lo6 s-' for the phosphatidylcholine, phosphatidylglycerol, and phosphatidic acid spin-labels, respectively. Adding DMPG to the DMPC lipid system increased the exchange rates of the lipids on and off the protein. By gel filtration chromatography, it is found that protein aggregation is reduced after addition of DMPG to the lipid system. This is in agreement with measurements of tryptophan fluorescence, which show a decrease in quenching efficiency after introduction of DMPG in the lipid system. The results are interpreted in terms of a model relating the ESR data to the size of the protein-lipid aggregates.%e nonenveloped filamentous bacteriophage M 13, which is closely related to bacteriophages fd and fl (Ray, 1977), enters the Escherichia coli cell, leaving its major coat protein (a product of gene 8) in the cytoplasmic membrane (Marvin & Wachtel, 1975). During DNA replication and synthesis of new phage proteins, the coat protein is stored in the membrane as an integral membrane protein. Newly synthesized coat protein, which arrives at the membrane as a preprotein and is converted to the mature coat protein by the action of a leader peptidase (Kiihn et al., 1986), is stored in the membrane and encapsulates the viral DNA molecule during the membrane-associated assembly of new virus particles. The parental coat protein, after it is incorporated in the membrane, is also used for the formation of new infectious M13 bacteriophages (Armstrong et al., 1983). The coat protein of M13, whose amino acid sequence is known (Van Wezenbeek et al., 1980;Beck et al., 1978), consists of three different regions: a basic carboxyl terminus, a central hydrophobic core of 19 amino acids, and an acidic amino terminus (Chamberlain et al., 1978; Van Wezenbeek et al., 1980). Spin-label electron spin resonance (ESR)' has been shown to be a particularly useful technique for studying the interactions of M13 coat protein in reconstituted lipid systems (Datema et al., 1987a). Three groups of phospholipids could be distinguished showing different specificities for the M 13 coat protein (group I, CL and PA; group 11, PG, PS, and SA; and group 111, PC and PE). These spin-label expe...