The influence of relatively low molecular weight polypepfides on the structure of membrane vesicles composed of distearyldimethylammoniumchioride (DSACI) was investigated by means of calorimetric, fluorescence spectroscopic and fluorescence polarization measurements, and correlated with the degree of hydrophobicity and/or dissociation of the poly_peptide side chains. The polypeptides used were poly(y-methyl L-glutamate) (PMLG, My = 4400), copoly(methyl L-glutamate -L-glutamic acid) containing 20 tool % of L-glutamic acid (80/20 MG/GA, My = 4200) and poly(L-glutamic acid) (PLGA, My = 9200). The hydrophobic polypeptide, PMLG, was readily incorporated into the DSACI membrane vesicles to form membrane-spanning helices, resulting in a decrease in the microviscosity of the hydrophobic region of the membrane phase. The partiatiy charged hydrophobic poiypeptide, 80/20 MG/GA, was almost insoluble into the membrane below the phase transition temperature of the DSAC1 vesicle, Tr 40.4 ~ however, the solubility of the copolymer into the membrane was drastically increased above To. The negatively charged polypeptide, PLGA, can hardly penetrate through the membrane vesicle and formed crosslinking between the positively charged DSAC1 vesicles. It was also confirmed that aggregation or clustering of the hydrophobic PMLG or-helices progressed in the membrane phase below Tc.