Nonesterified long-chain fatty acids may enter cells by free diffusion or by membrane protein transporters. A requirement for proteins to transport fatty acids across the plasma membrane would imply low partitioning of fatty acids into the membrane lipids, and/or a slower rate of diffusion (flip-flop) through the lipid domains compared to the rates of intracellular metabolism of fatty acids. We used both vesicles of the plasma membrane of adipocytes and intact adipocytes to study transmembrane fluxes of externally added oleic acid at concentrations below its solubility limit at pH 7.4. Binding of oleic acid to the plasma membrane was determined by measuring the fluorescent fatty acid-binding protein ADIFAB added to the external medium. Changes in internal pH caused by flip-flop and metabolism were measured by trapping a fluorescent pH indicator in the cells. The metabolic end products of oleic acid were evaluated over the time interval required for the return of intracellular pH to its initial value. The primary findings were that (i) oleic acid rapidly binds with high avidity in the lipid domains of the plasma membrane with an apparent partition coefficient similar to that of protein-free phospholipid bilayers; (ii) oleic acid rapidly crosses the plasma membrane by the flip-flop mechanism (both events occur within 5 s); and (iii) the kinetics of esterification of oleic acid closely follow the time dependence of the recovery of intracellular pH. Any postulated transport mechanism for facilitating translocation of fatty acid across the plasma membrane of adipocytes, including a protein transporter, would have to compete with the highly effective flip-flop mechanism.Adipocytes are highly differentiated cells specialized in handling large quantities of un-esterified long-chain fatty acids (FA).1 During lipid storage in the fed state, FA are released in the blood from chylomicrons by lipolysis or from albumin, move through the endothelium, bind to the outer leaflet of the plasma membrane, and cross the membrane bilayer. FA are trapped in the cytoplasm by conversion to acyl-CoA and stored primarily as triglycerides in lipid droplets (reviewed in Glatz et al. (1)). During lipolysis of stored triglycerides in the fasting state, FA are released from intracellular lipid droplets, move to and cross the plasma membrane, and are released into the interstitial space, where they bind to albumin. Subsequently, the FA pass through the endothelial cells or diffuse through the spaces between them to reach the blood. These large bidirectional fluxes could occur by several postulated mechanisms, both complex and simple. Cytological changes observed in adipocytes during release and deposition of intracellular lipid led to the complex model that large intracellular fluxes of FA occur by formation of vesicles from the plasma membrane of adipocytes and endothelial cells (2, 3). It has also been postulated that caveolin, a protein present in invaginations of the plasma membrane (caveolae), plays a role in FA uptake (4). There are severa...