alpha-Toxin, a lethal hemolytic toxin secreted by Staphylococcus aureus, forms ionic channels of large size in lipid membranes. To investigate the mechanism of channel assembly we have studied the kinetics of pore formation on small unilamellar vesicles. We have used two assays of vesicle permeabilization: one is the release of a fluorescent molecule trapped in their inner compartment; the other is the dissipation of an imposed potential. Both methods indicate that the kinetics are complex consisting of an initial delay followed by a non-linear relaxation. The dependence of the pore formation rate and the extent of permeabilization on the toxin/vesicle ratio indicates that aggregation of 4-10 preinserted toxin monomers underlies channel assembly. The pH dependence of permeabilization suggests that protonation of an acidic group of the toxin is a prerequisite to channel formation. Inclusion of cholesterol in the target vesicles potentiates alpha-toxin effects, in a dose-dependent way, possibly by facilitating its protonation. The location of the proton-binding site on the two adjacent aspartic acid residues in positions 127 and 128 of the toxin monomer is proposed.