In this review the polymorphic phase behaviour of several of the major classes of lipids found in biological membranes, both in isolation and also in mixtures, is briefly described. Emphasis is given to the ability of many membrane lipids to adopt non-lamellar phases in response to a variety of factors such as temperature, the presence of divalent cations or changes in pH. The phase behaviour of mixed lipid systems and factors which can modulate the phase preferences of such systems are considered in some detail particularly with regard to the effect of cholesterol upon lipid polymorphism.