The incubation of human erythrocytes with increasing levels of the antineoplastic drug Lonidamine clearly indicated a dose-dependent effect on the lipid composition of the plasma membranes. A selective transfer of phosphatidylcholine and cholesterol from membrane to incubation medium and the consequent enrichment in phosphatidylethanolamine of the membrane itself was observed. Moreover, the membranes were found to contain increasing levels of the drug which was incorporated at a constant membrane/medium partition ratio. The changes in composition appeared to be consistent with morphological alterations observed by scanning and freeze-fracture electron microscopy demonstrating changes in cell shape, the presence of numerous intracellular vesicles, and a membrane protein rearrangement. The analysis of intact red cells by nuclear magnetic resonance ruled out the possibility that the alterations described above could be due to an ATP depletion. This further confirmed that cell membranes were the primary target of the Lonidamine action, the previously described energy metabolism impairment being a consequence of a selective damage of cellular membranes, probably originating from the incorporation of the drug into the lipid bilayer.