DNA-lipoprotein (membrane) complexes were isolated from line CHO cells by sarkosyl crystal formation or by discontinuous gradient sedimentation analysis of sonicated cells. Less than 10 % of the DNA in the complexes was due to nonspecific interaction. Ribonuclease was without effect upon the complexes, while heating at temperatures in excess of 37 °C or treatment with deoxyribonuclease, Pronase, or sodium dodecylsulfate removed the DNA, and the latter two agents solubilized the choline-labeled membrane as well. Nearly 70 % of the newly replicated DNA (short pulse-label with [ 3H]thymidine) was associated with the complexes, and much of the new DNA could be removed from complexes by chasing in unlabeled thymidine. Although DNA was associated with membrane throughout the entire cell cycle, there was an increased amount of DNA complexed to membrane specifically during S phase. These results suggest that DNA-membrane complexes may play a role in both spatial and temporal organization of DNA during the cell cycle.