The kinetics of cholesterol exchange between two populations of small unilamellar vesicles has been investigated. There is no change in the initial rate of this exchange process over a 100-fold change in the acceptor vesicle concentration at a constant donor concentration. These results are not consistent with a collision-dependent exchange mechanism. In support of transfer via the aqueous phase, the inclusion of a negatively charged lipid into the vesicles did not affect the exchange rate. Evidence for a water-soluble pool of cholesterol that had partitioned ut of the vesicle was obtained. Finally, cholesterol exchange was observed when donor and acceptor membranes were separated by a barrier through which neither could pass. These data together support our contention that the exchange of cholesterol between these vesicles involves a water-soluble intermediate.