When potato tuber slices (Solanum tuberosum L.) are incubated with radioactive choline, labeled membrane-bound phospholipids are formed. If potato slices are aged for 0 to 24 hours before exposure to radioactive choline, the distribution of the labeled phospholipids undergoes both quantitative and qualitative changes. Quantitatively, there is a marked increase in the total lipoidal radioactivity with aging time. Qualitatively, there is a shift in the kinds of subcellular fractions that are being labeled. Fresh slices incorporate most of the lipoidal radioactivity in the microsomes. Slices aged for 9 hours incorporate most of the label in a fraction consisting of single membrane-bound cisternae, which are presumed to be dictyosomal fragments. Slices aged for 24 hours before incubation with radioactive choline incorporate the greater portion of the label in this same fraction, but a significant portion of the label is found in a heavier, mitochondria-containing fraction.