Ehrlich ascites tumor cells (EATC) were incubated with unilamellar vesicles (UV) or multilamellar vesicles (MV). UV and MV were incorporated differently into EATC. The increase in 32P-phospholipid in EATC in the presence of UV was 12% in 300 min. Absorption of phospholipid from MV could account for only 3%. About 50% of the UV incorporation of 32P was by endocytosis and/or fusion.