Cell culture models are useful for studying intestinal absorption and metabolism of carotenoids. The human intestinal cell line, Caco-2, has been the most widely used model for these studies. The PF11 and TC7 clones of Caco-2 exhibit beta-carotene-15,15'-oxygenase activity, a key enzyme in the conversion of carotenoids to vitamin A. Studies on the recent cloning of this enzyme are discussed. An in vitro cell culture system used to study intestinal absorption of carotenoids is presented. Under conditions mimicking the postprandial state, Caco-2 cells on membranes take up carotenoids and secrete them incorporated into chylomicrons. Both the cellular uptake and secretion of beta-carotene are saturable, concentration-dependent processes. The selective absorption of all-trans beta-carotene versus its cis isomers, the differential absorption of individual carotenoids, and the specific interactions between carotenoids during their absorption are discussed. The participation of a specific epithelial transporter in the intestinal absorption of carotenoids is proposed.