The cholesterol and phospholipid content of the surface membranes of ascites tumor cells cultivated in lipid-depleted medium was reduced to about 60(70)% of the control, but the relative composition of the individual phospholipids was not altered. 2. Differences in lipid composition were also observed between the two plasma membrane domains isolated from the cells cultured in normal and lipid-depleted medium respectively. 3. The fatty acid spectrum of the lipid-depleted membranes showed a greater fraction of saturated vs unsaturated acids. 4. The membrane lipid fluidity measured by fluorescence polarization was decreased in the modified surface membranes. 5. The 5'-nucleotidase specific activity was drastically reduced (46-66%) in the lipid-deleted membranes, and in addition its distribution between the two vesicle fractions was altered.