1. Like other energy-transducing membranes, chloroplast membranes bear a coupling ATPase with especially tight binding sites for adenine nucleotides. Membranes washed several times still contain 2.5 nmol ATP and 1.3 nmol ADP bound per mg chlorophyll, which is equivalent to 1.9 ATP and 1.0 ADP per coupling ATPase. 2. In de-energized membranes, these nucleotides exchange to only a limited extent with added nucleotides. In membranes illuminated in the presence of pyocyanine, however, complete exchange of the bound nucleotides occurs rapidly, irrespective of whether ATP or ADP is present in the medium. 3. Pi can exchange into these nucleotided at both the beta and gamma positions when the membranes are energized in the presence of Mg-2+. Equilibrium with the beta and gamma groups of th ebound nucleotides is, however, not complete. 4. The inhibitors and uncouplers Dio-9, S13 and EDTA have different effects on the exchange of nucleotides, the exchange of inorganic phosphate and photophosphorylation. 5. The bound ATP level on the membrane is stable to a wide variety of conditions. The ADP level, however, drops to near zero under conditions of maximal activation of the emmbrane ATPase.