We have previously found that a breakdown of tight junctions in retinal pigment epithelial cells of Royal College of Surgeons' rats is associated with a redistribution of intramembrane particles and Na-K-ATPase activity. Changes in the lipid and sterol composition of membranes can alter their fluidity, permeability and enzyme activity, and may contribute to changes in cell barrier function in the dystrophic epithelium. We have now used filipin and digitonin, which bind to membrane sterols and produce membrane deformations recognizable by freeze-fracture and thin-section electron microscopy, to study the distribution of cholesterol and related 3-B-hydroxysterols in the dystrophic epithelium. The results of these studies show that in the normal pigment epithelium and prior to tight junction breakdown in the dystrophic epithelium, filipinand digitoninsterol complexes are rare in the membranes between tight junctions and adhering junctions, and in areas of attachment between the plasma membrane and basal lamina. Complexes are more numerous in the basal infoldings, and most densely packed in the lateral and apical microvillous membranes. During junction breakdown, complexes increase substantially in apical, basal, junctional, and nuclear membranes. Later, after the junctions disappear, complexes decrease. These results indicate that alterations in the expression of membrane sterols accompany the changes in structure and function of tight junctions in the dystrophic retinal pigment epithelium.