The soluble S-crystallin constitutes the major lens protein in cephalopods. The primary amino acid sequence of S-crystallin shows an overall 41% identity with the digestive gland sigma-class glutathione transferase (GST) of cephalopod. However, the lens S-crystallin fails to bind to the S-hexylglutathione affinity column and shows very little GST activity in the nucleophilic aromatic substitution reaction between GSH and 1-chloro-2,4-dinitrobenzene. When compared with other classes of GST, the S-crystallin has an 11-amino acid residues insertion between the conserved alpha4 and alpha5 helices. Based on the crystal structure of squid sigma-class GST, a tertiary structure model for the octopus lens S-crystallin is constructed. The modeled S-crystallin structure has an overall topology similar to the squid sigma-class GST, albeit with longer alpha4 and alpha5 helical chains, corresponding to the long insertion. This insertion, however, makes the active center region of S-crystallin to be in a more closed conformation than the sigma-class GST. The active center region of S-crystallin is even more shielded and buried after dimerization, which may explain for the failure of S-crystallin to bind to the immobilized-glutathione in affinity chromatography. In the active site region, the electrostatic potential surface calculated from the modeled structure is quite different from that of squid GST. The positively charged environment, which contributes to stabilize the negatively charged Meisenheimer complex, is altered in S-crystallin probably because of mutation of Asn99 in GST to Asp101 in S-crystallin. Furthermore, the important Phe106 in authentic GST is changed to His108 in S-crystallin. Combining the topological differences as revealed by computer graphics and sequence variation at these structurally relevant residues provide strong structural evidences to account for the much decreased GST activity of S-crystallin as compared with the authentic GST of the digestive gland.