Membrane penetration by nonenveloped reoviruses is mediated by the outer-capsid protein, mu1 (76 kDa). Previous evidence has suggested that an autolytic cleavage in mu1 allows the release of its N-terminally myristoylated peptide, mu1N (4 kDa), which probably then interacts with the target-cell membrane. A substantial rearrangement of the remaining portion of mu1, mu1C (72 kDa), must also have occurred for mu1N to be released, and some regions in mu1C may make additional contacts with the membrane. We describe here a particle-free system to study conformational rearrangements of mu1. We show that removal of the protector protein sigma3 is not sufficient to trigger rearrangement of free mu1 trimer and that free mu1 trimer undergoes conformational changes similar to those of particle-associated mu1 when induced by similar conditions. The mu1 rearrangements require separation of the mu1 trimer head domains but not the mu1N/C autocleavage. We have also obtained a relatively homogeneous form of the structurally rearranged mu1 (mu1*) in solution. It is an elongated monomer and retains substantial alpha-helix content. We have identified a protease-resistant approximately 23-kDa fragment of mu1*, which contains the largely alpha-helical regions designated domains I and II in the conformation of mu1 prior to rearrangement. We propose that the mu1 conformational changes preceding membrane penetration or disruption during cell entry involve (i) separation of the beta-barrel head domains in the mu1 trimer, (ii) autolytic cleavage at the mu1N/C junction, associated with partial unfolding of mu1C and release of mu1N, and (iii) refolding of the N-terminal helical domains of mu1C, with which mu1N was previously complexed, accompanied by dissociation of the mu1 trimer.