Methods are described for incorporation of purified forms of rabbit liver microsomal NADPH-cytochrome P-450 reductase and cytochrome P-450LM2, P-450LM3 and P-450LM4 (LM, liver microsomes) into phospholipid vesicles. It was found that each cytochrome could individually be incorporated into preformed phospholipid vesicles in the absence of cholate. However, NADPH-cytochrome P-450 reductase prevented incorporation of P-450 by this method, a phenomenon possibly inherent in the formation of complexes between P-450 and the reductase in solution. Using the cholate-gel filtration technique it was possible to prepare monolamellar phosphatidylcholine vesicles containing any of the cytochromes and P-450 reductase in good yields. It was found that P-450LM3-containing vesicles had a mean diameter of 47 nm, whereas vesicles formed under the same conditions but containing P-450LM4 were much smaller (mean diameter 33 nm). Vesicles formed with P-450LM2 were homogeneous in density (1.04 g/cm3) according to isopycnic centrifugation in Ficoll but not in size (44-72 nm). These findings, taken together with results obtained from treatment of the cytochromes in soluble form and in reconstituted vesicles with the non-penetrating reagent, p-diazobenzene sulphonate, indicate a unidirectional, relatively peripheral orientation of P-450LM4 with the major part localized on the outside of the vesicles. Experiments with trypsin and cytochrome c-reduction demonstrated a unidirectional orientation of P-450 reductase towards the outside of the vesicles.