The kinetics of initial cholesterol uptake by everted rat proximal and distal small intestinal sacs were evaluated in vitro. The mucosal incubation solution consisted of 0.05 mM cholesterol solubilized in 4.8 mM sodium taurocholate micellar solution at pH 7.4 Experiments were performed at temperatures from 26 to 38 C. The rate of cholesterol uptake followed a linear relationship when plotted against time indicating an apparent zero-order kinetics mechanism for initial uptake. An Arrhenius plot of the results of uptake versus temperature remained linear over the entire range of temperatures studied. The large free energy of activation (20 kcal/mole) suggests that an energy barrier for cholesterol uptake exists at the enterocyte luminal cell membrane and may be an important limiting step in cholesterol uptake. It is proposed that a transient association between cholesterol and a component of the enterocyte luminal cell membrane is formed during initial uptake of cholesterol. The transient association may be an activated complex formed with proteins present at or within the luminal enterocyte cell membrane.