The peptide HIV(arg), corresponding to a sequence of 23 amino acid residues at the N-terminus of HIV-1 gp41 (LAV1a strain), has the capacity to destabilize negatively charged large unilamellar vesicles. As revealed by infrared spectroscopy, the peptide associated with those vesicles showed conformational polymorphism: in the absence of cations the main structure was a pore-forming alpha-helix, whereas in the presence of Ca2+ the conformation switched to a fusogenic, predominantly extended beta-type structure. Here we show that an extended structure can also be involved in electrically neutral vesicle destabilization induced by the HIV-1 fusion peptide when it binds the vesicle from the aqueous phase. In the absence of cations, neutral liposomes composed of phosphatidylcholine, phosphatidylethanolamine, and cholesterol (molar ratio 1:1:1) selected for an extended structure that became fusogenic in a dose-dependent fashion. At subfusogenic doses this structure caused the release of trapped 8-aminonaphtalene-1,3,6-trisulfonic acid sodium salt/p-xylenebis(pyridinium)bromide from liposomes, indicating the existence of a peptide-mediated membrane destabilizing process before and independent of the development of fusion. When compared to HIV(arg), the fusion activity of HIV(ala) (bearing the R22 --> A substitution) was reduced by 70%. Fusogenicity was completely abolished when a second substitution (V2 --> E) was included to generate HIV(ala-E2), a sequence representing the N-terminus of an inactive gp41. However, the three sequences associated with vesicles to the same extent, and the three adopted a similar extended structure in the membrane. Whereas 1-(4-trimethylaminophenyl)-6-phenyl-1,3,5-hexatriene emission anisotropy was unaffected by the three peptides, DPH emission anisotropy in membranes was increased only by the fusogenic sequences. Taken together, our observations strongly argue that it is not an alpha-helical but an extended structure adopted by the HIV-1 fusion peptide what actively destabilizes cholesterol-containing, electrically neutral membranes. Moreover, membrane destabilization is modulated by the amino acid sequence in the extended structure. The effect displayed by the aforementioned V2 --> E substitution suggests that the fusion process described here could be reflecting a physiologically relevant phenomenon.