Vitamin D-3 (VD3) proliposomes (VDP), consisted of hydrogenated phosphatidycholine (HPC) and VD3, were prepared using supercritical anti-solvent technology (SAS). The effects of operation conditions (temperature, pressure and components) on the VD3 loading in VDP were studied. At the optimum conditions of pressure of 8.0 MPa, temperature of 45 degrees C, and the mass ratio of 15.0% between VD3 and HPC, the VD3 loading reached 12.89%. VD3 liposomes (VDL) were obtained by hydrating VDP and the entrapment efficiency of VD3 in VDL reached 98.5%. The morphology and structure of VDP and VDL were characterized by SEM (scanning electron microscope), TEM (transmission electron microscope) and XRD (X-ray diffractometer). The structure of VD3 nanoparticles in HPC matrix was formed. The size of VDL with an average diameter of about 1 mu m was determined by dynamic light scattering instrument (DLS). The results indicated that VDP can be made by SAS and VDL with high entrapment efficiency can be formed easily via the hydration of VDP.