Endoplasmic reticulum (ER) stress sensors use a related luminal domain to monitor the unfolded protein load and convey the signal to downstream effectors, signaling an unfolded protein response (UPR) that maintains compartment-specific protein folding homeostasis. Surprisingly, perturbation of cellular lipid composition also activates the UPR, with important consequences in obesity and diabetes. However, it is unclear if direct sensing of the lipid perturbation contributes to UPR activation. We found that mutant mammalian ER stress sensors, IRE1α and PERK, lacking their luminal unfolded protein stress-sensing domain, nonetheless retained responsiveness to increased lipid saturation. Lipid saturationmediated activation in cells required an ER-spanning transmembrane domain and was positively regulated in vitro by acyl-chain saturation in reconstituted liposomes. These observations suggest that direct sensing of the lipid composition of the ER membrane contributes to the UPR.lipid bilayer | membrane fluidity | integral membrane protein | palmitic acid P rotein folding homeostasis in the lumen of the endoplasmic reticulum (ER) requires matching the flux of unfolded proteins entering the organelle to the capacity of the machinery for processing this biosynthetic load. To achieve this, eukaryotes have evolved signaling pathways that couple ER perturbation (or stress) to a rectifying gene expression program referred to as the unfolded protein response (UPR). Upstream in these pathways are ER localized transmembrane proteins, such as the product of the Inositol REquiring 1 gene (IRE1) (1, 2) and Protein kinase r-like Endoplasmic Reticulum Kinase (PERK) (3), that sense a luminal stress signal(s) and convey it to downstream effectors via their enzymatic activities.The unfolded protein load in the ER regulates IRE1 and PERK activation by two complementary processes: One involves the luminal chaperone immunoglobulin heavy chain binding protein (BiP), which complexes with the luminal domain of IRE1 and PERK, maintaining the enzymes in an inactive, monomeric form. Increases in unfolded protein correlate with disruption of this repressive complex, oligomerization, and activation of the sensor (4-6). The other process involves unfolded proteins that may also engage the stress-sensing luminal domain directly and favor its dimerization and thereby downstream signaling (7,8).Perturbation of cellular lipid composition also activates the UPR. Enhanced UPR signaling has been observed in cholesterol-loaded macrophages (9), in pancreatic beta cells exposed to saturated fatty acids (10), and in the liver of mice fed a high-fat diet (11) and is believed to play a role in the lipotoxicity associated with obesity and type II diabetes mellitus. In yeast, too, lipid perturbation activates the UPR (12, 13), but the mechanisms remain obscure.In mammals, altered membrane lipid composition leads to ER calcium depletion (11,14). This is proposed to promote unfolded protein stress by interfering with calcium-dependent chaperones and enzymes requir...