Goldfish were acclimated to 5, 15, and 30°C, and the acyl group composition of choline phosphoglycerides (CPG) and ethanolamine phosphoglycerides (EPG) from whole brain and brain subcellular particles was examined. With the exception of synaptosomal CPG, the acyl group composition of CPG from whole brain and subcellular particles, including myelin, from cold-acclimated fish showed little response to the change in environmental temperature. Those changes that did occur were consistent with the expected trend toward a higher degree of unsaturation of the CPG acyl groups in fish acclimated to 5°C. The acyl group composition of CPG from synaptosomes of the cold-acclimated fish did, however, differ markedly in having a reduced unsaturation index (U.I.) and unsaturated: saturated fatty acid ratio (UFA:SFA) which was caused mainly by the decrease in 22∶6n-3 content. In contrast, changes in the acyl group composition of EPG on cold acclimation were greater than those observed in any CPG fraction. The generally expected trend toward greater unsaturation was observed only in mitochondrial and myelin EPG. Moreover, in all fractions the amount of 22∶6n-3 in EPG was lower at decreased environmental temperatures. In the synaptosomal and microsomal EPG, the reduction in 22∶6n-3 was such that a markedly reduced U.I. was obtained. It is suggested that two compensatory mechanisms maintain the necessary degree of membrane permeability and fluidity in order to prevent transition to a crystalline state at lower temperatures.