The basic protein of myelin binds electrostatically to acidic lipids but has several hydrophobic segments which may penetrate into the lipid bilayer. Calorimetric and spin-label evidence suggests that below the phase transition temperature, Tc, several phase states occur in the complex of phosphatidylglycerol with basic protein, possibly due to differences in the degree of penetration of the protein and/or interdigitation of the lipid acyl chains. One of these states is a metastable state which starts to melt 10 degrees C below the Tc of the pure lipid and then refreezes, with release of heat, into a stable state. The stable state melts near the Tc of the pure lipid but restricts the motion of fatty acid spin-labeled near the terminal methyl much more than does the pure lipid. The relationship between the rate of conversion to the stable state and the degree of penetration of the protein at varying pH, in the range 4--8, and the lipid acyl chain length, in the range 14 to 18 carbons, was investigated. Altering the pH in this range affects protonation of the histidines of the protein but has no effect on the lipid at pH 4 and above. The rate of conversion of the sample to both the metastable state and the stable state decreased with increase in pH for phosphatidylglycerol with all lipid chain lengths. It also decreased with decreasing chain length at constant pH. This suggested that the lipid could refreeze into the stable state more readily if a smaller proportion of the total bilayer thickness was occupied by the hydrophobic segments of the protein. The consistency of these results with the concept of penetration of portions of the protein partway into the bilayer lends support to this hypothesis.