Chymotrypsinogen, chymotrypsin and anhydrochymotrypsin have been covalently spin-labeled by an analog of bromoacetamide, and the latter two proteins have been labeled by an analog of 1-chloro-3-tosylamido-4-phenyl butanone. The electron paramagnetic resonance spectra of the labeled proteins indicate protein conformational changes accompanying (1) activation of the zymogen and (2) the binding of protons and substrates by the native and anhydro enzymes, and tertiary structural differences between these protein forms which are at once informative and predictable. A spin-label linked to the thioether side-chain of methionine 192 in Chymotrypsinogen may be in contact with a hydrophobic surface. This interaction is lost upon zymogen activation with little change in the isotropic rotational freedom of the nitroxide group. The rotational freedom of the group increases sigmoidally with pH; a spectral dependence upon an ionizing group (p K a = 8.9) is demonstrated. The binding of indole to the labeled enzyme raises the p K a of the ionizing group to 10.2. A spin-label linked to histidine 57 in chymotrypsin senses both indole binding and pH changes directly; the same label in anhydrochymotrypsin responds directly only to changes in pH. Neither histidine-labeled derivative exhibits enzymic activity. The electron paramagnetic resonance spectra of these two labeled proteins at high pH indicate a decrease in the motional freedom of the spin label. The spectral data show that the conformational state of the labeled zymogen is not similar to the high-pH conformational state of the labeled enzyme. Furthermore, the pH-dependent conformational transition of labeled chymotrypsin requires neither the serine 195 hydroxyl nor the histidine 57 imidazole, since the transition occurs normally in derivatized and chemically modified protein forms. The chemical reactivity of histidine 57 in anhydrochymotrypsin is evaluated and the catalytic activities of two histidine alkylated enzymes are compared.