The tissue distribution of the retinol-binding-protein receptor has been studied by using a cell-free binding assay. High binding activity was found in placenta, retina pigment epithelial cells, bone marrow and kidneys. Specific binding activity was also found in the small intestines, spleen and liver, and to a lesser extent in lung. Scatchard analysis revealed that the difference in binding activity was due to variations in receptor level and not affinity changes. When the kidneys were separated into cortex and medulla we found that almost all the specific binding activity present in kidneys was recovered in the cortex. The choroid plexus, an important site in the delivery of nutrients to the cerebrospinal fluid, expressed very high binding activity. The pineal gland, which has been shown to store vitamin A, also showed high binding activity. Testes from immature animals showed higher binding activity than testes from mature rabbits. Cultured undifferentiated kidney keratinocytes showed about 40 times higher binding activity than differentiated cells. Skin fibroblasts demonstrated no binding activity. In conclusion, the data presented in this report show that the level of the retinol-binding-protein receptor varies considerably between cell types. The observed tissue distribution of the receptor agrees well with the present knowledge on retinol function and metabolism by various cells.