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The role of phospholipids in the membrane binding and subsequent insertion of the microsomal protein rabbit cytochrome P450 (P450) 1A2 into phospholipid bilayers was investigated. The insertion of P450 1A2 into phospholipid bilayers was measured by the quenching of Trp fluorescence of P450 1A2 by pyrene and brominated and doxyl-labeled phospholipids. When the phosphatidylcholine (PC) matrix was replaced with acidic phospholipids [phosphatidic acid (PA), phosphatidylserine, and phosphatidylinositol] and phosphatidylethanolamine (PE), the extent of insertion into lipid bilayers was strictly dependent on the type of acidic phospholipids. All anionic phospholipids caused the penetration of P450 1A2 into lipid bilayers, but PA was the most efficient in facilitating deep penetration of P450 1A2 into bilayers. On the other hand, binding of P450 1A2 to liposomes was increased by acidic phospholipids to the same degree regardless of the type of acidic phospholipids. PE was found to act as an inert matrix phospholipid, similar to PC, as it exerted very little effect on the insertion of P450 1A2 into lipid bilayers and the binding of P450 1A2 to membranes. It was also found that the phospholipid-dependent membrane insertion of P450 1A2 was associated with altered enzyme activity, increased alpha-helix content, and increased Trp fluorescence of P450 1A2. These results indicate that negative charges on the acidic phospholipids are important for the initial binding of P450 1A2 to membranes, but the penetration of P450 1A2 into lipid bilayers is regulated by the type of acidic phospholipids, and that phospholipid-dependent insertion of P450 1A2 is accompanied by a structural change of P450 1A2.