Lipid oxidation in dispersed lipids is prevalent at the oil-water interface where lipid hydroperoxides are decomposed into free radicals by transition metals. Free radical scavenging antioxidants are believed to be most effective in lipid dispersions when they accumulate at the oil-water interface. The surface activity of antioxidants could be increased by their conjugation to hydrocarbon chains. In this study, [rô]-hydroxyphenylacetic acid (HPA) was conjugated with either a butyl or dodecyl group. The HPA conjugates were more effective at decreasing interfacial tension than unconjugated HPA, indicating that they were able to adsorb at lipid-water interfaces. However, free HPA was a more effective antioxidant than butyl and dodecyl conjugates in Menhaden oil-in-water emulsions as determined by both lipid hydroperoxides and thiobarbituric acid reactive substances. The increased antioxidant activity of free HPA could be due to its more effective free radcial scavenging activity and its higher concentration in the lipid phase of oil-in-water emulsions in the presence of surfactant micelles where it can act as a chain-breaking antioxidant.