A current model for carotenoid transport and absorption in the gut proposes an initial solubilization in the oil phase of dietary emulsions followed by incorporation of the carotenoids in mixed bile salt micelles. To assess the relevance of the first stage of this model to what is observed in vivo we have examined the transfer of carotene from carrot juice to olive oil. Increased acidity enhanced the transfer from both whole juice and carotene crystals isolated from carrot chromoplasts. The transfer was significantly slower from whole juice. By using exogenous beta-carotene and measuring its transfer to oil in the presence and absence of carrot juice we have demonstrated that the inhibition of the transfer in juice arises, at least in part, from soluble juice factors. The inhibition is relieved by a fall in pH, which leads to lowering of the electric potential at the oil/aqueous phase interface and aggregation of carrot tissue including crystalline carotene. Under conditions of low pH, oil droplets adhere to the tissue aggregates, allowing carotene to pass into the oil. Our results provide an explanation for why carotene absorption in vivo is depressed by conditions of low gastric acidity.