The C2 domains of conventional protein kinase C (PKC) have been implicated in their Ca2+-dependent membrane binding. The C2 domain of PKC-alpha contains several Ca2+ ligands that bind multiple Ca2+ ions and other putative membrane binding residues. To understand the roles of individual Ca2+ ligands and protein-bound Ca2+ ions in the membrane binding and activation of PKC-alpha, we mutated five putative Ca2+ Ligands (D187N, D193N, D246N, D248N, and D254N) and measured the effects of mutations on vesicle binding, enzyme activity and monolayer penetration of PKC-alpha. Altered properties of these mutants indicate that individual Ca2+ ions and their ligands have different roles in the membrane binding and activation of PKC-alpha. The binding of Ca2+ to Asp(187), Asp(193), and Asp(246) of PKC-alpha is important for the initial binding of protein to membrane surfaces, On the other hand, the binding of another Ca2+ to Asp(187), Asp(246), Asp(248) and Asp(254) induces the conformational change of PKC-alpha, which in turn triggers its membrane penetration and activation. Among these Ca2+ ligands, Asp(246) was shown to be most essential for both membrane binding and activation of PKC-alpha, presumably due to its coordination to multiple Ca2+ ions. Furthermore, to identify the residues in the C2 domain that are involved in membrane binding of PKC-alpha, we mutated four putative membrane binding residues (Trp(245), Trp(247), Arg(249) and Arg(252)). Membrane binding and enzymatic properties of two double site mutants (W245A/W247A and R249A/R252A) indicate that Arg(249) and Arg(252) are involved in electrostatic interactions of PRC-alpha with anionic membranes, whereas Trp(245) and Trp247 participate in its penetration into membranes and resulting hydrophobic interactions. Taken together, these studies provide the first experimental evidence for the role of C2 domain of conventional PKC as a membrane docking unit as web as a module that triggers conformational changes to activate the protein.