Phox homology (PX) domains, which have been identified in a variety of proteins involved in cell signaling and membrane trafficking, have been shown to interact with phosphoinositides (PIs) with different affinities and specificities. To elucidate the structural origin of diverse PI specificities of PX domains, we determined the crystal structure of the PX domain from phosphoinositide 3-kinase C2␣ (PI3K-C2␣), which binds phosphatidylinositol 4,5-bisphosphate (PtdIns(4,5)P 2 ). To delineate the mechanism by which this PX domain interacts with membranes, we measured the membrane binding of the wild type domain and mutants by surface plasmon resonance and monolayer techniques. This PX domain contains a signature PI-binding site that is optimized for PtdIns(4,5)P 2 binding. The membrane binding of the PX domain is initiated by nonspecific electrostatic interactions followed by the membrane penetration of hydrophobic residues. Membrane penetration is specifically enhanced by PtdIns(4,5)P 2 . Furthermore, the PX domain displayed significantly higher PtdIns(4,5)P 2 membrane affinity and specificity when compared with the PI3K-C2␣ C2 domain, demonstrating that high affinity PtdIns(4,5)P 2 binding was facilitated by the PX domain in full-length PI3K-C2␣. Together, these studies provide new structural insight into the diverse PI specificities of PX domains and elucidate the mechanism by which the PI3K-C2␣ PX domain interacts with PtdIns(4,5)P 2 -containing membranes and thereby mediates the membrane recruitment of PI3K-C2␣.Numerous cellular processes, including cell signaling and membrane trafficking, involve complex arrays of protein-protein and lipid-protein interactions. Research in the past decade has revealed that a large number of cellular proteins reversibly translocate to specific subcellular locations to form lipid-protein interactions (1, 2). These proteins, collectively known as peripheral proteins, typically contain one or more modular domains specialized in lipid binding (3,4). Common targets of many of these lipid-binding domains are phosphoinositides (PIs), 4 which play a crucial role in cell signaling and membrane trafficking by serving as site-specific membrane signals to modulate the intracellular localization and/or biological activity of effector proteins (5-8). PIs are metabolized by kinases and phosphatases, which catalyze the phosphorylation and dephosphorylation of PI at the 3Ј-, 4Ј-, or 5Ј-position (9 -12). PI 3-kinases (PI3Ks) are enzymes that catalyze the phosphorylation of phosphatidylinositol (PtdIns), phosphatidylinositol 4-phosphate (PtdIns4P), or phosphatidylinositol 4,5-bisphosphate (PtdIns(4,5)P 2 ) at the 3Ј-position of the inositol ring (13-15). PI3Ks are divided into three classes (class I, II, and III) based upon their structures and in vitro activities (16,17). Class II PI3K includes PI3K-C2␣, PI3K-C2, and PI3K-C2␥. These enzymes phosphorylate PtdIns and PtdIns4P at the 3Ј-position in vitro (18 -21) and act downstream of receptors for growth factors (22), chemokines (23), and integr...