Smooth membranes have been isolated from a human diploid line of lymphocytes. These membranes exhibit an endogenous DNA-synthesizing capability which is partially destroyed by prior treatment with RNase. In order to ascertain the role of the membranes in the DNA synthesis we have examined the conformation of the membrane proteins by observing fluorescence changes of the intrinsic probe, tryptophan. We have observed that on addition of the deoxynucleoside-5'-triphosphates, which permits DNA synthesis, there are fluorescence changes due to the tryptophan residue; when DNA synthesis is prevented by omitting some of the precursor triphosphates, fluorescence changes are absent. These effects have been observed with plasma and nuclear membrane fractions; the former may contain a small fraction of the latter. Similar membrane preparations from non-lymphoid cells do not process the endogenous DNA-synthesizing system, as shown by the lack of incorporation of radioactive precursors of fluorescence changes.