Refeeding a diet initially given shortly after weaning results in a different adaptive change in the in vitro intestinal uptake of sugars and lipids than if the diet is given for the first time at a later age. This study was undertaken in rats to test the hypothesis that changes in nutrient uptake associated with refeeding diets containing beef tallow (S), beef tallow plus 1% cholesterol (Sc), fish oil (F), or fish oil plus cholesterol (Fc) are associated with changes in the brush border membrane (BBM) phospholipids and phospholipid fatty acids. Weanling Sprague-Dawley rats were fed ad libitum one of the four diets. At 35 d of age (about 2 wk after weaning), the rats were maintained on either the same diet used at weaning, or were switched to one of the other semisynthetic diets which were then fed for a further 7 wk. At week nine (2 + 7) the rats were either continued on the same diet or were switched back to the original diet for 2 wk (2 + 7 + 2). The groups of animals which were compared included SSSc vs. ScSSc; ScScS vs. SScS; FFFc vs. FcFFc; and FcFcF vs. FFcF. Refeeding S, Sc, F, or Fc had no effect on food consumption or on body weight gain. Refeeding Fc resulted in increased ileal BBM total phospholipids, whereas rechallenge with F resulted in a decline in the jejunal BBM ratio of phospho-lipid/cholesterol. Refeeding Sc resulted in a decrease in the ileal BBM phosphatidylcholine (PC). In rats rechallenged with Fc, there was increased ileal BBM sphingomyelin (SM), increased ileal BBM phosphatidylethanolamine (PE), decreased ileal BBM PC/PE, and an increased ileal BBM SM/PC. Refeeding had no effect on the fatty acyl constituents of the jejunal of ileal BBM PC or PE. These results suggest that there are late effects of the early introduction of dietary cholesterol on intestinal BBM phospholipid content and composition that may contribute to the previously reported changes in intestinal nutrient absorption.