1 3 0The lipid composition of rough and smooth microsomal membranes, zymogen granule membranes, and a plasmalemmal fraction from the guinea pig pancreatic exocrine cell has been determined . As a group, membranes of the smooth variety (i .e ., smooth microsomes, zymogen granule membranes, and the plasmalemma) were similar in their content of phospholipids, cholesterol and neutral lipids, and in the ratio of total lipids to membrane proteins . In contrast, rough microsomal membranes contained much less sphingomyelin and cholesterol and possessed a smaller lipid/protein ratio . All membrane fractions were unusually high in their content of lysolecithin (up to _~20% of the total phospholipids) and of neutral lipids, especially fatty acids . The lysolecithin content was shown to be due to the hydrolysis of membrane lecithin by pancreatic lipase ; the fatty acids, liberated by the action of lipase on endogenous triglyceride stores, are apparently scavenged by the membranes from the suspending media . Similar artifactually high levels of lysolecithin and fatty acids were noted in hepatic microsomes incubated with pancreatic postmicrosomal supernatant . E 600, an inhibitor of lipase, largely prevented the appearance of lysolecithin and fatty acids in pancreatic microsomes and in liver microsomes treated with pancreatic supernatant .In the first article of this series, we have described the separation of membrane subfractions from rough microsome-, smooth microsome-, and zymogen granule fractions isolated from homogenates of guinea pig pancreas . We have also shown that a cell membrane fraction can be obtained from the same source (1) .These fractions represent membrane-bounded compartments which are involved in the synthesis, segregation, intracellular transport, and discharge of secretory proteins . In an attempt to understand how the membranes of these compartments interact with one another during the secretory process, we have investigated their chemical composition and enzyme activities . In this paper the lipid composition of the membranes is described .At the onset of this study, we anticipated that a small fraction of the digestive enzymes stored in the gland, particularly in zymogen granules and in the duct system, could be released during tissue homogenization and fractionation and thereupon cause artifactual degradation and alteration of membrane components . In this respect, it has been reported that pancreatic lipase is active in the cold (2) and that at least some proteases may become activated during cell fractionation (3) . Indeed, our studies showed that released lipolytic enzymes extensively affect the lipid composition of the isolated membranes . These alterations have been evaluated and the data on membrane lipids have been corrected accordingly .