Size enlargement of dipalmitoyl phosphatidylcholine vesicles was greatly accelerated in the range of the phase-transition temperatures, when fatty acid concentration was above a threshold level ('critical' concentration). This 'critical' concentration varied with the length of the fatty acid chain. The size enlargement process had second-order kinetics dependent on the vesicle concentration. Alkaline pH and low ionic strength inhibited the rate of size enlargement. Phospholipid exchange between dimyristoyl and dipalmitoyl phosphatidyl-choline vesicles increased abruptly above a 'critical' fatty acid concentration. The donor vesicles were those vesicles in which fatty acids reached the 'critical' concentration. The phospholipid exchange occurred both in fluid- and in solidstate vesicles. The 'critical' fatty acid concentration accelerating the phospholipid exchange process was lower than that accelerating the size enlargement process. The phospholipid exchange process explained in terms of a diminished hydrophobic attraction among the phospholipid molecules of the bilayer occurs via a free phospholipid molecule transfer through the aqueous phase. The size enlargement process is interpreted in terms of high fatty acid concentration in the membrane fluid domains. The membrane structure is locally perturbed inducing vesicle sticking after collision.