The kinetics of esterification of exogenous retinol by cell membranes prepared from the crude homogenate of the frog retinal pigment epithelium was studied. The formation of retinyl palmitate from added retinol was directly assayed by high performance liquid chromatography (HPLC). A linear relationship was observed between the amount of protein (up to 2 mg) in the incubation medium and the amount of retinyl palmitate formed. At room temperature, this reaction took less than 2 hours to complete. By varying the substrate concentration in the incubation medium, the reciprocal of initial velocity of the reaction (nmol retinyl palmitate formed per hour) was plotted against the reciprocal of substrate concentration (nmol of retinol). This doublereciprocal plot shows that the apparent K, of the reaction was 10 pM with an apparent V,,, of 9.1 nmol of retinyl palmitate per hour per mg protein. When this assay was repeated in the presence of 3,4-didehydroretinol (20 pM), the kinetics of the reaction showed the pattern of that of a competitive inhibitor, suggesting that 3,4-didehydroretinol competes with retinol for the same active site for esterification. The esterification of 3,4-didehydroretinol resulted in the formation of 3'4-didehydroretinyl palmitate, which was also measured by HPLC. The amount of 3,4-didehydroretinyl palmitate formed by this reaction decreased in proportion to increased retinol concentration in the incubation mixture. This further confirms that a competition exists between the esterification of retinol and 3,4-didehydroretinol by retinal pigment epithelium of the frog.