Lipophilic BODIPY fluorphores, in which the BODIPY core bears pendant dipyrido[3,2-a:2,3-c]phenazine (Dppz) or naphthyridyl and cholesterol substituents were designed and prepared as lipid probes for both liposomes and live cell imaging. The probes are non-emissive in water but permeate both GUV and live cell membranes and provide high contrast fluorescence and lifetime imaging of membranous structures and lipid droplets in cells and are suitable for FCS measurements on lipid membranes.