Cytosolic proteins that participate in membrane traffic are assumed to be recruited from the cytosol onto specific membrane sites where they perform their function, and then released into cytosol before rebinding to catalyze another round of transport. To examine whether the ER to Golgi transport factor p115 recycles through release into a cytosolic pool, we formed heterokaryons between rat NRK and simian COS-7 cells and examined the dynamics of rat p115 transfer from the rat to the simian portion of the heterokaryon. The heterokaryons Shared a common cytosolic pool, as shown by the efficient relocation of a cytosolic green fluorescent protein (GFP) from the COS-7 to the NRK part of the heterokaryon, Unexpectedly, even 24 h after cell fusion, rat p115 did not redistribute to the COS-7 part of the heterokaryon. This was not due to the inability of the rat p115 to associate with simian membranes since rat p115 expressed in COS-7 cells was efficiently targeted to and associated with simian Golgi complex, Furthermore, rat p115 associated with heterologous simian membranes after the NRK and COS-7 Golgi fused into a single chimeric structure. Our results indicate that p115 is not freely diffusible in intact cells and might remain tethered to membranes throughout its life cycle. These findings suggest that p115, and perhaps other cytosolic proteins involved in membrane traffic, recycle not by being released into cytosol, but in association with recycling membranes.