Chemical and photochemical precesses during food storage an preparation rapidly degrade $eta$-carotene, the most active form of carotenoids. We investigated the possibility of liposomes as tool to preserve $eta$-carotene. Liposomes with $eta$-carotene were prepared as multilamellar vesicles by using soybean phosphatidylcholine, in terms of the ratio of $eta$-carotene to phospholipid and pH. Incorporated efficiency was 99.7% at 1:0.05 of phospholipid : $eta$-carotene and at pH 9.0. As the concentration of $eta$-carotene increased, the incorporated efficiency increased progressively. pH did not affect the incorporation efficiency greatly.