The interaction of the B-subunit of Shigella toxin with a globotriaosyl ceramide receptor incorporated into phosphatidylcholine vesicles was studied by fluorescence spectroscopy. From the position of the maximum in the emission spectrum and the accessibility to acrylamide quenching, it is concluded that a single tryptophan of a free B-chain is located in a highly polar environment, most likely on the surface of the folded polypeptide chain. Binding of B-subunits to the membrane-associated globotriaosyl ceramide results in a strong enhancement of fluorescence intensity and a small blue-shift of the emission maximum; these effects suggest a conformational change in the protein which provides a new environment to a tryptophan residue. However, the polarity of this new environment is still relatively high--as indicated by the position of the emission maximum at 344 nm--and suggests that the receptor-bound B-chain remains largely on the membrane surface, without penetrating the hydrophobic interior of a lipid bilayer. On the other hand, the A-chains are shown to interact directly with the receptor-free lipid bilayers; this nonspecific interaction may play a role in the mechanism by which A-subunit traverses the membrane of a target cell.