Polyunsaturated phospholipid was prepared by the transacylation of soy phospholipid with polyunsaturated monoacylglycerol comprised primarily of docosahexaenoic acid (DHA) and icosapentaenoic acid (EPA) using microbial lipase from <I>Candida cylindracea</I>. The polyunsaturated monoacylglycerol could be used in place of essential water for inducing enzyme activity and also as a polyunsaturated acyl donor.<BR>A non-aqueous system was found better for preparing polyunsaturated phospholipid than an aqueous system with respect to the transacylation ratio and recovery of phospholipid. Optimum conditions for the non-aqueous system were as follows : 3 g soy phospholipid, 8.4 g polyunsaturated monoacylglycerol (acyl ratio of soy phospholipid to polyunsaturated monoacylglycerol 1 : 3), 0.7 g lipase, 5 mL hexane, and 48h at 37°C with magnetic stirring.<BR>Under these conditions, phospholipid with 32.5% polyunsaturated fatty acid content could be prepared with 87.6% of recovery by repeating the reaction twice.