The inactivation of photolyzed rhodopsin requires phosphorylation of t
he receptor at multiple sites near the C-terminus by rhodopsin kinase
and binding of a regulatory protein, arrestin. In the present study, t
he phosphorylation sites were examined in a partially reconstituted sy
stem under several experimental conditions. Initial phosphorylation si
tes were found to be 338Ser, 343Ser, and 334Ser based on analysis by m
ass spectrometry of proteolytic peptides from the C-terminus. The exte
nt of phosphorylation was found to be limited by two mechanisms: (1) b
inding of arrestin to phosphorylated rhodopsin (one to three phosphate
groups) appeared to prevent further phosphorylation (arrestin has als
o been observed to promote the initial phosphorylation of rhodopsin at
338Ser in rod outer segment homogenates); and (2) reduction of the ph
otolyzed chromophore all-trans-retinal to all-trans-retinol prevented
phosphorylation at more than three sites. We propose that previous obs
ervations of higher levels of rhodopsin phosphorylation may be the res
ult of the removal of endogenous arrestin, or of exceeding the capacit
y of retinol dehydrogenase activity by intense bleaches (e.g., by exha
usting endogenous NADPH).