Little is known regarding the membrane properties of metastatic cells as compared to non-metastatic tumor cells. In order to remove variables such as site of growth and nutrition, C3H mice and LM fibroblasts were used as a model system to derive cell lines from local tumors and lung metastases. LM cells were injected subcutaneously into C3H mice and local skin tumors and secondary lung tumors were isolated, cultured in vitro and analyzed. The activities of lipid-sensitive membrane enzymes, membrane lipid composition, and membrane structure were correlated with metastatic ability. Plasma membranes and microsomes of the cultured metastatic cells had 3.8 +/- 0.5- and 5.4 +/- 0.6-fold elevated 5'-nucleotidase activity, respectively, as compared to plasma membranes and microsomes of cultured non-metastatic cells. The mitochondria of cultured metastatic cells had 3.5 +/- 0.5-fold decreased succinate-dependent cytochrome-c reductase activity as compared to mitochondria of the cultured non-metastatic cells. The lipids of plasma membranes from the metastatic cells had 30 +/- 2% and 46 +/- 7% lower phosphatidylinositol and sterol/phospholipid ratio, respectively, and 30 +/- 3% increased unsaturated/saturated fatty acid as compared to cultured non-metastatic cells. The lower sterol/phospholipid ratio correlated with a 30 +/- 1% lower level of cytosolic sterol carrier protein in the cultured metastatic cells as compared to cultured non-metastatic cells. Multifrequency phase and modulation fluorometry in conjunction with the fluorescence probe, 1,6-diphenyl-1,3,5-hexatriene, was used to determine the static and dynamic aspects of membrane fluidity. The plasma membranes and microsomes of cultured metastatic cells were more fluid than those of cultured non-metastatic cells as indicated by 24 +/- 3% and 7 +/- 1%, respectively, lower limiting anisotropy of 1,6-diphenyl-1,3,5-hexatriene in the membranes of the metastatic as compared to non-metastatic cells.