The surface forces apparatus and atomic force microscope were used to study the effects of lipid composition and concentrations of myelin basic protein (MBP) on the structure of model lipid bilayers, as well as the interaction forces and adhesion between them. The lipid bilayers had a lipid composition characteristic of the cytoplasmic leaflets of myelin from "normal" (healthy) and "disease-like" [experimental allergic encephalomyelitis (EAE)] animals. They showed significant differences in the adsorption mechanism of MBP. MBP adsorbs on normal bilayers to form a compact film (3-4 nm) with strong intermembrane adhesion (∼0.36 mJ/m 2 ), in contrast to its formation of thicker (7-8 nm) swelled films with weaker intermembrane adhesion (∼0.13 mJ/m 2 ) on EAE bilayers. MBP preferentially adsorbs to liquid-disordered submicron domains within the lipid membranes, attributed to hydrophobic attractions. These results show a direct connection between the lipid composition of membranes and membrane-protein adsorption mechanisms that affects intermembrane spacing and adhesion and has direct implications for demyelinating diseases.lipid raft | biomembrane adhesion | myelin structure | multiple sclerosis | intrinsically unstructured proteins M yelin is an asymmetric multilamellar membrane wrapped around the axons of the central nervous system (CNS) and consists of alternating extracellular and cytoplasmic leaflets (1-3). The bilayer-associated proteins, mainly myelin basic protein (MBP) and proteolipid protein, play an essential role in stabilizing and maintaining the myelin structure. The bilayers are in close contact (∼3 nm separation between lipid headgroupwater interfaces), providing a low dielectric constant through the compact bilayers, which is essential for efficient and fast saltatory propagation of nerve impulses. Any structural changes of the myelin sheath in the CNS, including lesion formation, loss of adhesion, swelling of the water gaps, vacuolization, vesiculation, and complete delamination (demyelination) of the myelin sheath (4-6), are signatures of several inflammatory neurological disorders. These types of disorders are characterized by a broad spectrum of neurological symptoms, such as physical and cognitive disabilities, with multiple sclerosis (MS) being one of the most common demyelinating diseases (2).The primary cause of structural changes in the myelin is still under debate; however, morphological changes of the myelin structure due to diseases such as MS are well known. A wellstudied and accepted animal model for MS is the experimental allergic encephalomyelitis (EAE) of the marmoset (2, 6). Using this model, recent studies conducted with the surface forces apparatus (SFA) have shown that a loss of adhesion force (7) and structural changes of model membranes with lipid composition characteristic of myelin accompanied compositional alterations of the lipid species (8), as well as an electric charge imbalance between lipid molecules and MBP (9). These alterations also change the lateral distribution a...