The spectral and redox properties are described for the wild-type and Y384F mutant forms of the flavoprotein component (PchF) of flavocytochrome, p-cresol methylhydroxylase (PCMH), and cytochrome-free PchF that harbor FAD analogues. The analogues are iso-FAD (8-demethyl-6-methyl-FAD), 6-amino-FAD (6-NH(2)-FAD), 6-bromo-FAD (6-Br-FAD), 8-nor-8-chloro-FAD (8-Cl-FAD), and 5-deaza-5-carba-FAD (5-deaza-FAD). All of the analogues bound noncovalently and stoichiometrically to cytochrome-free apo-PchF, and the resulting holoproteins had high affinity for the cytochrome subunit, PchC. Noncovalently bound FAD, 6-Br-FAD, or 6-NH(2)-FAD can be induced to bind covalently by exposing holo-PchF to PchC. The rate of this process and the redox potential of the noncovalently bound flavin may be correlated. In addition, the redox potential of each FAD analogue was higher when it was covalently bound than when noncovalently bound to PchF. Furthermore, the potential of a covalently bound or noncovalently bound FAD analogue increased on association of the corresponding holo-PchF with PchC, and the activity increased as the flavin's redox potential increased. It was discovered also that 4-hydroxybenzaldehyde, the final p-cresol oxidation product, is an efficient competitive inhibitor for substrate oxidation by PchF since it binds tightly to this protein when the flavin is oxidized, although it binds more loosely to the enzyme with reduced flavin. Finally, the energies of the charge-transfer bands for the interaction of bound flavin analogues with 4-Br-phenol (a substrate mimic) increased as the potential decreases, although a simple global correlation was not seen. This is the case because the energy is also a function of the redox properties of the bound mimic. The implications of these findings to covalent flavinylation and catalysis are discussed.