The glycosaminoglycan heparin enhances several reactions involving coagulation factor XI (FXI) including activation of FXI by factor XIIa, thrombin, and autoactivation; and inactivation of activated FXI (FXIa) by serine protease inhibitors. We examined the effect of heparin on inhibition of FXIa by the inhibitors C1-inhibitor (C1-INH) and antithrombin III (ATIII). Second order rate constants for inhibition in the absence of heparin were 1.57 x 10(3) and 0.91 x 10(3) M-1 s-1 for C1-INH and ATIII, respectively. Therapeutic heparin concentrations (0.1-1.0 units/ml) enhanced inhibition by ATIII 20-55-fold compared with 0.1-7.0-fold for C1-INH. For both inhibitors, the effect of heparin over a wide range of concentrations (10(-1) to 10(5) units/ml) produced bell-shaped curves, demonstrating that inhibition occurs by a template mechanism requiring both inhibitor and protease to bind to heparin. This implies that FXI/XIa contains structural elements that interact with heparin. Human FXI contains a sequence of amino acids (R250-I-K-K-S-K) in the apple 3 domain of the heavy chain that binds heparin (Ho, D., Badellino, K., Baglia, F., and Walsh, P. (1998) J. Biol. Chem. 273, 16382-16390). To determine the importance of this sequence to heparin-mediated reactions, recombinant FXI molecules with alanine substitutions for basic amino acids were expressed in 293 fibroblasts, and tested in heparin-dependent assays. Inhibition of FXIa by ATIII in the presence of heparin was decreased 4-fold by alanine substitution at Lys253 (A253), with smaller effects noted for mutants A255 and A252. FXI undergoes autoactivation to FXIa in the presence of heparin. The rate of autoactivation was decreased substantially for A253 with modest decreases for A255 and A252. Substituting all four charged residues in the sequence resulted in a profound decrease in autoactivation, significantly greater than for any single substitution. Relative affinity for heparin was tested by determining the concentration of NaCl required to elute FXIa from heparin-Sepharose. Wild type FXIa eluted from the column at 320 mM NaCl, whereas FXIa with multiple substitutions (A252-254 or A250-255) eluted at 230 mM NaCl. All proteins with single substitutions in charged amino acids eluted at intermediate NaCl concentrations. The data indicate that FXI/XIa must bind to heparin for optimal inhibition by ATIII and for autoactivation. Lys253 is the most important amino acid involved in binding, and Lys255 and Lys252 also have roles in interactions with heparin.