The influence of the membrane lipid composition and physical state on the activity of acyl-CoA:1-acyl-sn-glycero-3-phosphocholine O-acyltransferase in rat liver plasma membranes has been investigated. The membrane's lipid composition has been modified either by lipid transfer proteins or by partial delipidation with exogenous phospholipases. The results indicate that membrane fluidity is of particular importance for membrane-bound palmitoyl-CoA: and oleoyl-CoA:1-acyl-glycero-3-phosphocholine acyltransferase. The incorporation of phospholipids that induce membrane fluidization such as dioleoylphosphatidylcholine, egg yolk phosphatidylcholine, phosphatidylinositol, phosphatidylserine, and phosphatidylethanolamine was accompanied by an elevation of acyltransferase activity. On the contrary, the phospholipids causing augmentation of membrane rigidity induced a decrease of this activity. A suggestion is made concerning the possible role of the membrane physical state for the deacylation-reacylation cycle in rat liver plasma membranes.