The intrinsic protein fluorescence quenching which accompanies the heparin-accelerated inhibition of thrombin (T) by antithrombin III (AT) was resolved into a heparin-independent component associated with formation of the product T-AT complex and a component associated with an AT conformational change linked to heparin dissociation. To determine whether dissociation of heparin from the product T-AT complex limits the rate at which heparin can turn over catalytically, the kinetics of protein fluorescence quenching during the reaction of thrombin with AT X heparin complex (AT X H) were investigated by stopped-flow fluorimetry under pseudo-first order conditions ([AT X H]o much greater than [T]o). Both fluorescence components were quenched in a single exponential reaction with a hyperbolic dependence of the first order rate constant (kobs) on [AT X H]o. An indistinguishable hyperbolic dependence of kobs on [AT X H]o was measured by displacement of p-aminobenzamidine from the T active site, with both signals extrapolating to a limiting rate constant of 5 s-1. These results indicate that heparin dissociation occurs concomitant with T-AT complex formation at the limiting 5 s-1 rate constant. In reasonable agreement with this value, a kcat of 2.3 s-1 was determined for heparin turnover at catalytic concentrations. We conclude that formation of the T-AT complex is the primary rate-limiting step in heparin catalytic turnover and that this reaction is accompanied by a change in conformation of the AT component resulting in facile heparin dissociation.