Hemolysin E (HlyE, ClyA, SheA) is a pore-forming protein toxin isolated from Escherichia coli. The three-dimensional structure of its water-soluble form is known, but that of the membrane-bound HlyE complex is not. We have used electron microscopy and image processing to show that the pores are predominantly octameric. Three-dimensional reconstructions of HlyE pores assembled in lipid/detergent micelles suggest a degree of conformational variability in the octameric complexes. The reconstructed pores were significantly longer than the maximum dimension of the water-soluble molecule, indicating that conformational changes occur on pore formation.