To evaluate the effects of high fat food consisted of tallow (19% of total diets) and cholesterol (2%) on modification of erythrocyte phospholipids, fatty acids composition and glutathione redoxsystem of male Wistar rats with alimentary dyslipidemia. The results demonstrated that after 30 and 180 days of high-fat feed erythrocyte phosphatidylinositol and phosphatidylcholine levels were reduced, phosphatidylserine were increased. Only on the 90 days of the experiment phosphatidylinositol level increased. In all growups the erythrocyte 18:0 saturated fatty acids and 20:4n6, 22:4n6 polyunsaturated fatty acids (PUFA) were increased. Deficit of n3 PUFA-20:5n3 and 22:6n3 after 90 and 180 days high fat feed promoted compensatory synthesis from 18:1n9 on 20:3n9. Erythrocyte maleic dialdehyde increased, glutathione level decreased in all groups of rats after fed with high-fat feed. Glutathione reductase and glutathione peroxidase activity decreased in erythrocytes after 30 and 180 days of high-fat feed. In conclusion: high-fat diet during 30-90 days started adaptive answer in lipids of membrane and glutathione redox-system. Important mechanism of adaptation of a cellular membrane to high-fat diet is increase major, structuring a membrane phosphatidylethanolamine and minor, most metabolic significant fractions phospholipids (phosphatidylinositol), keeps homeostasis of 18:2n6 and 22:6n3, 20:3n9 compensatory synthesis, decrease in activity of processes lipid peroxidation, activation of enzymes of redox-system glutathione. But prolonging the high-fat feeding (180 days and more) formed failure compensatory processes (dysadaptation). It is a risk factor of developmening atherosclerosis, diabetes, steatogepatitis and other diseases.