The interaction of long-chain fatty acids with cells is important for their uptake and metabolism, as well as their involvement in signalling processes. The majority of long-chain fatty acids circulating in plasma exist as complexes with serum albumin. Thus an understanding of the involvement of serum albumin in these processes is vitally important. The effect of serum albumin on the uptake of long-chain fatty acids was studied in 3T3-L1 adipocytes. Serum albumin had a stimulatory effect on oleate uptake at all ratios of oleate: serum albumin tested. Furthermore, the rate of oleate uptake was saturable with increasing concentrations of serum albumin when the oleate: serum albumin ratio, and therefore the concentration of uncomplexed oleate, remained constant. This was not due to uptake being limited by dissociation of oleate from serum albumin, because oleate did not appear to be limiting. Furthermore, at very high ratios of oleate: serum albumin, when the concentration of uncomplexed oleate was predicted to be large relative to the amount of oleate taken up by cells, the rate of oleate uptake was still dependent on the albumin concentration. Serum albumin, covalently labelled with the photoreactive fatty acid 11-m-diazirinophenoxy[11-3H]undecanoate, bound to cells in a manner exhibiting both saturable (Kd 66.7 microM) and non-saturable processes. These results indicate that the stimulatory effect of serum albumin on the rate of oleate uptake is due to a direct interaction of serum albumin with the cells and point to an involvement of albumin binding sites in the cell surface in the cellular uptake of long-chain fatty acids.