The interactions between carotenoids and membrane constituents are vital for understanding the mechanism of their dynamic action. Lutein and beta-carotene were loaded separately into the bilayer of dipalmitoylphosphatidylcholine (DPPC) mixed at a molar ratio with l-α-phosphatidylethanolamine derived from sheep brain (cephalin) and stearylamine (SA) to form cationic liposomes. The molecular interaction between lutein or beta-carotene with cationic liposomes was studied using transmission electron microscopy (TEM), dynamic light scattering (DLS), differential scanning calorimetry (DSC), and Fourier transform infrared (FTIR) spectroscopy. Encapsulation efficiency (EE %) and drug release were determined. The DLS measurements confirmed the mono-dispersity of all samples. TEM results revealed that liposomal samples were oval-shaped and there was a change in their morphology and size upon encapsulation of lutein or beta-carotene. Beta-carotene was observed to adhere to the boundary surface within the liposomal assembly with external morphological alterations. EE% of lutein and beta-carotene exceeded 98.8 ± 0.3% and 87 ± 4%, respectively. Lutein doped with cationic liposomes shows better release stability (about 30%) than beta-carotene (about 45%) between the 3 and the 6 hour manifested by lower leakage rate percentage of lutein which would lead to higher lutein retention. The incorporated lutein resulted in broadening and shifting of the major endothermic peak of the co-liposomes, while the incorporation of beta-carotene did not induce a noticeable shift. An FTIR study was employed to reveal structure alterations in the vesicles after the encapsulation of lutein or beta-carotene into liposomes. Encapsulation of lutein or beta-carotene into liposomes induced a change in the frequency of the symmetric and asymmetric CH stretching bands in the acyl chain that may influence the order of the membrane.