We have measured the membrane/water partition coefficients of benzene into lipid bilayers as a function of the surface density of the phospholipid chains. A simple 2H NMR method was used for the measurement of surface densities; it is shown to give results similar to those obtained from more demanding X-ray diffraction measurements. We observe that benzene partitioning into the bilayer is dependent not only on the partitioning chemistry, characterized by the oil/water partition coefficient, but also on the surface density of the bilayer chains. Increasing surface density leads to solute exclusion: benzene partitioning decreases by an order of magnitude as the surface density increases from 50% to 90% of its maximum value, a range readily accessible in bilayers and biomembranes under physiological conditions. This effect is independent of the nature of the agent used to alter surface density: temperature, cholesterol, and phospholipid chain length were tested here. These observations support the recent statistical thermodynamic theory of solute partitioning into chain molecule interphases, which predicts that the expulsion of solute is due to entropic effects of the orientational ordering among the phospholipid chains. We conclude that the partitioning of solutes into bilayer membranes, which are interfacial phases, is of a fundamentally different nature than partitioning into bulk oil and octanol phases.