Equilibrium dialysis studies with chlorpromazine (CPZ) showed affinity and binding capacity values which were not significantly different with the following binders: rat liver microsomes, mitochondria, mitochondrial membranes, brain synaptosomes, myelin vesicles, and red blood cell membranes. There was no binding to cytosol or mitochondrial matrix. The same binding values as above were obtained with protein-free liposomes of lipids extracted from microsomes, mitochondrial and red cell membranes and of pure egg lecithin. The binding values of the two classes of binding sites of all these preparations were K1=2.7+/-1.0-10(4) M-1, K2=3.8+/-1.7-10(3) M-1, C1=580+/-+/-230 and C1+2=1410+/-500 nmole/mg phospholipid. These values were not altered by elimination of the polar head groups of phospholipids with phospholipase C. The results were confirmed by a UV spectroscopic method whereby the strongest binding signals were obtained with CPZ in the presence of fatty acids such as oleate. It is concluded that the major intracellular binders of CPZ and related drugs are the nonpolar moieties of membrane phospholipids, whereby hydrophobic interactions are mainly involved.