Previous observations on serum-induced leakage of liposome contents from egg phosphatidylcholine liposomes (Allen, T.M. and Cleland, L.G. (1980) Biochim. Biophys, Acta 597, 418--426) have been extended in order to examine the role of the phase transition and phospholipid backbone in leakage. The high-density lipoprotein (HDL) fraction has been purified from human serum and the rate of transfer of radioactively labelled phospholipids from sonicated liposomes to high-density lipoproteins has been examined. Results obtained from the calcein dequenching method for serum-induced leakage of liposome contents showed that as the proportion of solid phospholipid (distearoyl phosphatidylcholine, Tc = 56 degrees C) increased, relative to the proportion of egg phosphatidylcholine, the half-time for retention of liposome contents at 37 degrees C in the presence of serum also increased. Including increasing amounts of bovine brain sphingomyelin (Tc = 30 degrees C) in egg phosphatidylcholine liposomes also substantially decreased leakage from liposomes in the presence of serum at 37 degrees C. 14C-labelled egg phosphatidylcholine was found to transfer readily from liposomes to purified HDL, as did 14C-labelled dioleoyl phosphatidylcholine. Including cholesterol in egg phosphatidylcholine liposomes decreased the rate of transfer of phospholipid to HDL. 14C-labelled distearoyl phosphatidylcholine did not exchange readily with HDL. These results are consistent with the interpretation that tightening bilayer packing prevents the apolipoprotein-mediated transfer of phospholipid to HDL and slows the leakage of liposome contents associated with this transfer. [14C]Sphingomyelin also did not exchange readily with HDL. This does not appear to be a phase transition effect as the majority of sphingomyelin is above its phase transition at 37 degrees C. The failure of sphingomyelin to exchange readily with HDL is interpreted as being due to intermolecular hydrogen bonding between the sphingosine backbones of the sphingomyelin molecule.