Factor V(a) is a cofactor for the serine protease factor X(a) that activates prothrombin to thrombin in the presence of Ca(2+) and a platelet membrane surface. A platelet membrane lipid, phosphatidylserine (PS), regulates the proteolytic activity of factor X(a) as well as the structure of prothrombin. Here we ask whether PS also regulates the structure and cofactor activity of factor V(a), which is a heterodimer composed of one heavy chain (A1-A2 domains) and one light chain (A3-C1-C2 domains). We use fluorescence, circular dichroism, equilibrium dialysis, and activity measurements to demonstrate the following: (1) Factor V(a) has four sites for dicaproyl-sn-glycero-3-phospho-L-serine (C(6)PS, a soluble form of PS); the heavy and light chains each bind two C(6)PS molecules. (2) In the absence of Ca(2+), only two sites remain, one in the heavy chain and another in the light chain. (3) Binding to these sites causes conformational changes evidenced by changes in intrinsic fluorescence and in CD spectra and changes in cofactor activity. (4) At least some of the four lipid binding sites are nonspecific with respect to soluble lipid species, but the site(s) that regulate(s) cofactor activity is (are) specific for C(6)PS, phosphatidic acid, or phosphatidyl(homo)serine and produce a response comparable to that seen with a PS-containing membrane. (5) Like Ca(2+), C(6)PS also mediates the interaction between factor V(a) heavy (V(a)-HC) and light (V(a)-LC) chains. We conclude that PS regulates both the cofactor and the enzyme of the prothrombin-activating complex.