Chlorphentermine interferes with the metabolism of phospholipids. When administered to the rat in daily doses for 5 days, it causes necrosis of muscle fibers that are rich in mitochondria. Before the onset of necrosis, the following characteristics of freeze-fractured muscle preparations were observed: multilayered lipid globules and single-layered lipid membranes without membrane particles; different stages of exocytosis of lipid through the plasma membrane of the muscle fibers; and areas of plasma membrane that were devoid of particles of intramembranous proteins. These latter areas may arise secondary to exocytosis, to fusion of lipid vesicles with the plasma membrane, or to a direct action of chlorphentermine on the membrane. It is not known whether these areas give rise to membrane defects and fiber necrosis.