To study the uptake of δ-tocopherol by aqueous suspensions of membranes isolated from chicken muscle and the partitioning of the antioxidant in mixtures of chicken TAG and membranes, δ-tocopherol was added to suspensions of these components and they were centrifuged. In an aqueous suspension of membranes only, the tocopherol uptake increased linearly with tocopherol concentration, at about 50% of the added δ-tocopherol at all concentrations. The incorporation of tocopherol into the membranes was independent of incubation temperature in the range of 0-37°C. Studies with aqueous mixtures of membranes and TAG suggested a very low exchange of tocopherol between the different lipid fractions upon mixing when the tocopherol resided initially in one lipid fraction. Adding δ-tocopherol in ethanol favored incorporation of the antioxidant into the membranes; little antioxidant was incorporated into the membranes when it was added to the suspensions in oil. The results suggest that partitioning of exogenous δ-tocopherol between TAG and membrane lipids in muscle foods may be controlled in part by proper selection of the solvent in which it is added.