The transbilayer redistribution of spin-labeled phospholipid analogues (SL-PL) with choline, serine, and ethanolamine head groups (PC, PS, and PE, respectively) was studied on intact disc vesicles of bovine rod outer segment membranes in the dark and after illumination. Redistribution was measured by the extraction of spin-labeled lipid analogues from the outer leaflet of membrane using the bovine serum albumin back-exchange assay. In the dark, PS was distributed asymmetrically, favoring the outer leaflet, whereas PC and PE showed small if any asymmetry. Green illumination for 1 min caused lipid head group-specific reorganization of SL-PL. Extraction of SL-PS by bovine serum albumin showed a fast transient (<10 min) enhancement, which was further augmented by a peptide stabilizing the active metarhodopsin II conformation. The data suggest a direct release of 1 molecule of bound PS per rhodopsin into the outer leaflet and subsequent redistribution between the two leaflets. SL-PE and SL-PC showed more complex kinetics, in both cases consistent with a prolonged period of reduced extraction (2 phospholipids per rhodopsin in each case). The different phases of SL-PL reorganization after illumination may be related to the formation and decay of the active rhodopsin species and to their subsequent regeneration process.Rhodopsin, the photoreceptor of the retinal rod, and its Gprotein transducin (G t ) 1 are archetypes of the G-protein-coupled receptor and heterotrimeric G-protein families, respectively. Rhodopsin is embedded in the membranes of the rod outer segment, which are arranged in a long, closely spaced stack of disc-like saccules. G t is bound to the cytoplasmic surface of the disc membranes. To provide an effective target for the light, rhodopsin is very densely packed, so that the receptor accounts for half of the dry weight of the disc membranes. It is composed of the apoprotein opsin, comprising seven transmembrane helices and the chromophore 11-cis-retinal, which is covalently bound to Lys 296 in the seventh helix via a protonated Schiff base and acts as a highly effective inverse agonist. Following the absorption of a photon, the retinal isomerizes to a strained all-trans conformation, which induces a series of conformational rearrangements of the opsin moiety. The final product of this reaction sequence is the active metarhodopsin II (Meta II) conformation, which contains all-trans-retinal as a covalently bound agonist, and is capable of catalyzing the activation of the retinal G-protein transducin (for reviews see Refs. 1-3). Identified physicochemical events that accompany the transition into the active state include proton transfer reactions and helix movements. Deprotonation of the Schiff base bond, protonation of its counterion Glu 113 , and the uptake of a proton from the aqueous solution (4) mediated by the highly conserved opsin residue Glu 134 are determinants of the active state. Based on computer simulations and mutagenesis studies, similar results have been obtained for the ␣ 1B -adrenergic...