Polymer-tethered lipid bilayers provide a model system for biological membranes. In our design assembly, a mixture of hydrophilic lipopolymers and free lipids is first organized at the air-water interface. Next, the monolayer is deposited onto a solid substrate by Langmuir-Blodgett transfer and is subsequently covalently bound to the substrate through a benzophenone linkage. The final bilayer assembly is completed using vesicle fusion under osmotic shock to add the distal leaflet. We have studied a random copolymer and a telechelic homopolymer, but only the telechelic system will be described in the presentation. We first describe lipopolymer-lipid mixtures at the air-water interface and demonstrate that the pressure-area isotherms may be understood using the deGennes theory of mushroom-brush transitions at an interface. Next, we discuss LB-transferred films of the lipopolymer-lipid mixture containing a trace amount of fluorescently labeled lipid. Fluorescence recovery after photobleaching (FRAP) experiments are performed as a function of lipopolymer composition and both the diffusion coefficient and mobile fraction are shown to decrease with an increase in lipopolymer . Finally, the complete assembly is prepared by vesicle fusion and the system is examined with atomic force microscopy and FRAP. We demonstrate that the lipopolymer does indeed provide a water-swollen cushion, with thickness consistent with deGennes theory. In addition, we interpret the lipid mobility data in terms of a coupling between the distal and proximal lipid leaflets.