Abstract The effect of n- alkanes on the ultrastructure of lipid bilayers has been investigated using freeze-fracture and negative stain electron microscopy. It has been found that the morphology of bilayers containing the long alkane tetradecane is quite different from bilayers containing the short alkane hexane. The smooth fracture faces of gel and liquid crystalline state bilayers are unmodified by tetradecane. However, hexane dramatically alters the hydrophobic bilayer interior, producing large (20 to 50 nm) mounds and depressions in the fracture faces. The fracture steps in these multilayer preparations containing hexane are variable in thickness and often considerably wider than the corresponding fracture steps in multilayers which contain tetradecane or are solvent-free. Alkanes also modify the structure of the P β′ or ‘banded’ phase of phosphatidylcholine bilayers. The incorporation of tetradecane removes the banded structure from both the bilayer's hydrophilic surface, as viewed by negative staining, and the bilayer's hydrophobic interior, as viewed by the freeze-fracture technique. These results are consistent with X-ray diffraction data which imply that long alkanes are primarily located between adjacent lipid hydrocarbon chains in each monolayer of the bilayer, while short alkanes can partition into the geometric center of the bilayer between apposing monolayers.