Summary. Cholesterol from rabbit sperm cells was bound by uterine fluid proteins following intrauterine insemination into ovulating does. Serum albumin has been identified as a uterine sterol acceptor. Progesterone administration suppressed binding and elevated the concentration of cholesterol, phospholipid, and protein. Uterine fluid cholesterol affinity, therefore, correlated with sperm capacitation activity in utero.Mammalian spermatozoa displayed a close correlation, in a recent study, between their cholesterol level and capacitation interval, which represents the interval in utero when they acquire fertilizing capacity 2. This finding suggests there is a membrane/sterol barrier to fertilization in mammals. Furthermore, the rate of cholesterol depletion during sperm capacitation, inferred by analogy with the kinetics of cholesterol effiux from leukocytes suspended in a lipoprorein-free serum fraction, provided a quantitatively reasonable model of the l~eriod for this transformation in utero. Earlier experiments ~-5 with cauda epididymal rat spermatozoa demonstrated exchange diffusion of phospholipids and cholesterol between these cells and serum albumin, which was in a defined medium used for capacitation in vitro. Resultant alterations occurred in the sperm lipid make-up. In particular, a decrease was observed in the cholesterol/ phospholipid ratio among postincubated spermatozoa and their plasma membrane. Depletion of cholesterol should reversibly destabilize the sperm plasma membrane. It is known that a Ca2+-facilitated fusion between the plasma membrane of capacitated sperm and outer membrane of the acrosome vesicle in the sperm head initiates the acrosome reaction 6 8 and that the resulting exposure of hydrolytic acrosomal enzymes helps sperm penetration through the corona radiata, zona pellucida, and vitelline membrane 9-11. Significantly, uterine-capacitated sperm cells lose their fertilizing ability, in a reversible manner, during exposure to membrane vesicles from seminal plasma and synthetic phospholipid vesicles, when they contain cholesterol 3'12'13. The present investigation aimed to establish a) the presence of sterol-binding proteins in rabbit uterine fluid that could act as acceptors for sperm cholesterol during capacitation, b) an elevation in their affinity around the time of ovulation, and c) a decrease in uterine fluid cholesterol levels at ovulation, to provide sperm cells with a negative external cholesterol gradient. Spermatozoa (18x l06 sperm/0