By-product formation is a serious problem in the lipase-catalyzed acyl exchange of phospholipids (PL). By-products are formed due to parallel hydrolysis reactions and acyl migration in the reaction system. A clear elucidation of these side reactions is important for practical operation in order to minimize by-products during reaction. In the present study we examined the lipozyme RM IM-catalyzed acidolysis for the production of structured phospholipids between phosphatidylcholine (PC) and caprylic acid in the solvent-free system. A five-factor response surface design was used to evaluate the influence of major factors and their relationships on a number of responses reflecting the turnover of main reactions as well as side reactions. The five factors, including enzyme dosage, reaction time, reaction temperature, substrate ratio (mol/mol caprylic acid/PC) and water addition, were varied at three levels with two star points. All parameters besides water addition had an effect on the incorporation of caprylic acid into PC and lysophosphatidylcholine (LPC). Reaction time and enzyme dosage showed increased effect on incorporation into PC, while substrate ratio and reaction temperature showed opposite effect. The PC content decreased with increase of all parameters except for substrate ratio. Optimal conditions are recommended as enzyme dosage 40%, reaction temperature 55°C, water addition 1%, reaction time 70 h, and substrate ratio 6 mol/mol caprylic acid/PC. Under these conditions an incorporation of 46% with PC accounting for 53% of the PL fraction can be obtained. Regiospecific analysis of the product revealed that the caprylic acid was mainly incorporated into the sn-1 position accounting for 80% of the fatty acids incorporated.