Abstract: A novel composite membrane and methods of making the membrane are described. The discriminating layer of the membrane is prepared by reaction of a reactive cationic compound group with a compound bearing a nucleophilic moiety. At least one of the reactants bears an average of two or more reactive groups. The reaction product contains covalent bonds formed via charge eliminating reactions.In a preferred embodiment of the invention, the nucleophilic group is anionic and a coacervate is formed initially on a microporous substrate. The resulting membrane may be useful for reverse osmosis, gas or ultrafiltration separations.