Annexins are soluble proteins that bind to membranes in the presence of Ca2+. Crystal structures have been determined for some soluble forms, but little is known about the important membrane-bound state. We employed site-directed spin labeling to demonstrate that 1) annexin XII assumes a trimer configuration similar to the crystal structure when bound to bilayers under physiological conditions; 2) trimer assembly on bilayers is remarkably rapid, occurring on a millisecond time scale, whereas subunit exchange requires hours; and 3) different annexins can mix to form heterotrimers. The rapid assembly and heterotrimer formation have important implications concerning the cellular functions of annexins.