Thymocyte plasma and nuclear membranes obtained by the procedure described in the accompanying paper were analyzed for their biochemical composition. Plasma membranes were very rich in phospholipid, cholesterol, sialic acid; they did not contain nucleic acids. In comparison, nuclear membranes had a lower phospholipid to protein ratio and contained much less sialic acid and cholesterol. 50% of the cellular cholesterol and of the membrane-bound sialic acid were found in the plasma membranes, 14% in the nuclear membranes. Live cells were labeled with lalI, and the acid-insoluble radioactivity was followed in the subfractions. A good correlation with the distribution and enrichment of plasma membrane marker-enzymes was obtained. Label enrichment was about 50-fold in the two lightest of the three plasma membrane fractions. 60% of the label was contained in the plasma membranes, only 4% in the nuclear membranes, Crosscontamination of these two types of membranes was thus negligible. Sodium dodecyl sulfate-gel electrophoresis revealed three different patterns specific for, respectively, plasma membranes, the microsomal-mitochondrial fraction, and nuclear membranes. Each pattern was characterized by a set of proteins and glycoproteins, among which high molecular weight glycoproteins could be considered as marker-proteins of, respectively, 280,000,260,000, and 230,000 daltons. 131I-labeling of live cells tagged with a very high specific activity three glycoproteins of tool wt 280,000, 200,000, and 135,000 daltons. Nuclear membranes prepared from labeled isolated nuclei had a set of labeled proteins completely different from plasma membranes.KEY WORDS lymphocyte plasma membrane 9 nuclear membrane 9 biochemical composition glycoproteins radioiodinationIn the preceding paper, we described a procedure for thymocyte subfractionation, yielding within a short time and with a high recovery, plasma membranes on the one hand, and nuclear membranes on the other (40). On the basis of ultrastructural and enzymatic studies, these membranes appeared to be well separated from mitochondria, microsomes, and other organelles. The biochemical characterization of the subcellular fractions is reported in this paper. The distribution 232 J. CELL BIOLOGy 9 The Rockefeller University Press 9