1. The effect of streptozotocin-induced diabetes (7 day duration) in rats on D-glucose uptake in vivo, the unidirectional uptake of D-glucose and L-proline in vitro, the passive uptake of L-glucose in vitro and the potential difference across the brush-border membrane has been studied. 2. Diabetes resulted in an increased carrier-mediated glucose uptake both in vivo and in vitro and a stimulation of L-proline uptake at a concentration of the amino acid (0.025 mM) at which uptake was largely Na+ dependent. Diabetes was without effect on uptake using a proline concentration of 50 mM at which transport was predominantly Na+ independent. 3. A marked hyperpolarization of the brush-border membrane and an enhanced passive glucose uptake were also evident during diabetes. 4. We conclude that the stimulation of glucose uptake in vivo in diabetic intestine involves events at the brush-border membrane. The mechanisms include an increased surface area for uptake and an enhanced transmembrane electrical gradient. The latter will have a major effect on the transport of other substrates when the uptake pathway is primarily Na+ dependent.