The liver is responsible for the clearance and metabolism of unconjugated bilirubin, the hydrophobic endproduct of heme catabolism. Although several putative bilirubin transporters have been described, it has been alternatively proposed that bilirubin enters the hepatocyte by passive diffusion through the plasma membrane. In order to elucidate the mechanism of bilirubin uptake, we measured the rate of bilirubin transmembrane diffusion (flip-flop) using stopped-flow fluorescence techniques. Unconjugated bilirubin rapidly diffuses through model phosphatidylcholine vesicles, with a first-order rate constant of 5.3 s ؊1 (t1 ⁄2 ؍ 130 ms). The flip-flop rate is independent of membrane cholesterol content, phospholipid acyl saturation, and lipid packing, consistent with thermodynamic analyses demonstrating minimal steric constraint to bilirubin transmembrane diffusion. The coincident decrease in pH of the entrapped vesicle volume supports a mechanism whereby the bilirubin molecule crosses the lipid bilayer as the uncharged diacid. Transport of bilirubin by native rat hepatocyte membranes exhibits kinetics comparable with that in model vesicles, suggesting that unconjugated bilirubin crosses cellular membranes by passive diffusion through the hydrophobic lipid core. In contrast, there is no demonstrable flip-flop of bilirubin diglucuronide or bilirubin ditaurate in phospholipid vesicles, yet these compounds rapidly traverse isolated rat hepatocyte membranes, confirming the presence of a facilitated uptake system(s) for hydrophilic bilirubin conjugates.Unconjugated bilirubin is the principal degradation product of heme metabolism. Although the physiologic isomer, bilirubin IX␣, is a dicarboxylic acid, the molecule has minimal aqueous solubility at physiologic pH (1, 2) due to the formation of intramolecular hydrogen bonds (3). For this reason, bilirubin undergoes biotransformation in the liver to more polar conjugates prior to secretion in the bile. However, while unconjugated bilirubin is not hydrophilic, neither can it be characterized as lipophilic (1), since this compound is equally insoluble in apolar solvents (e.g. n-hexane, 1-pentanol). These unique physical-chemical properties have generated controversy regarding the mechanism of bilirubin uptake by the liver. Based on the spontaneous leakage from multilamellar liposomes (4), it has been proposed that bilirubin is able to diffuse through cellular membranes (5, 6). On the other hand, in vivo (7) and whole organ (8, 9) studies indicate that hepatic bilirubin uptake is saturable and occurs against a concentration gradient, findings that support a protein-mediated transport mechanism. To date, four putative bilirubin transporters have been identified in liver cells: BSP/bilirubin-binding protein, organic anion-transporting polypeptide, bilitranslocase, and organic anion-binding protein. Each of these proteins facilitates uptake of the hydrophilic organic anion, sulfobromophthalein (BSP), 1 a process that is competitively inhibited by bilirubin (10, 11).However, des...