The effect of high dietary vitamin A or tocopherol, or both, on lipid absorption and secretion in the gastrointestinal tract and on serum and hepatic lipids was determined in the chick. High dietary vitamin A increased secretion of cholesterol, bile acids, phospholipids and fatty acids to the duodenum, and tocopherol enhanced cholesterol and bile acid secretion to the duodenum. No differences in over-all absorption were observed. Serum cholesterol was depressed by vitamin A and hepatic lipids were enhanced, except phosphatidyl choline which was depressed. Tocopherol increased hepatic triglycerides and cholesterol. In vitro fatty acid synthesis from lactate by liver homogenates was enhanced by vitamin E and cholesterogenesis enhanced by both vitamin A and tocopherol. delta 9 Desaturation was also enhanced by vitamin E. It is concluded that both vitamin A and tocopherol affect the hepatic synthesis and catabolism of cholesterol and that vitamin E also influences fatty acid metabolism.