Bcl-2 is thought to associate spontaneously with membranes via a carboxyl-terminal hydrophobic domain by a mechanism analogous to that of cytochrome b5. We have examined the association of Bcl-2 with a variety of highly purified intracellular membranes in vitro. Fusion proteins were used to assess directly the role of the carboxyl-terminal hydrophobic domain of Bcl-2 in membrane association. Although this domain of Bcl-2 was sufficient to promote the association of a normally cytosolic polypeptide with either microsomal or mitochondrial membranes additional nonhydrophobic amino-terminal residues were required for membrane integration. Furthermore, direct comparison of membrane binding of Bcl-2 and cytochrome b5 revealed that similar to cytochrome b5, membrane targeting of Bcl-2 was not dependent on protease-sensitive components of the recipient membranes. In competition experiments, cytochrome b5 demonstrated the expected preference for integration into endoplasmic reticulum membranes. In contrast, the data presented here suggest that Bcl-2 is targeted to the cytoplasmic surface of multiple intracellular membranes, both in vitro and in human leukemic cells.