Staphylococcal alpha toxin interacts not only with membranes of erythrocytes but also with membranes of other kinds of mammalian cells (platelets, hepatocytes, and lysosomes from polymorphonuclear leukocytes) with the formation of characteristic ring-like structures that can be seen by electron microscopy. Such structures are not observed when alpha toxin is added to membranes derived from various bacteria. The rings seen on mammalian cell membranes tend to be either randomly disposed or in square array. The frequency with which square arrays are seen is influenced by the presence of staphylococcal delta toxin, by the negative staining agent, and by the kind of cell from which the membrane is derived. Synthetic membranes in the form of liposomes, prepared individually from phosphatidyl choline, phosphatidyl serine, phosphatidyl inositol, and cardiolipin, produced randomly disposed rings upon addition of alpha toxin. Liposomes made from phosphatidyl ethanolamine did not yield rings. Alpha toxin-treated liposomes prepared from chloroform-methanol extracts of brain white matter consistently showed rings that were rectangularly ordered. Ordered rings on membranes derived from toxin-treated platelets and those on toxin-treated brain extract liposomes were seen in freeze-etched as well as in negatively stained preparations.