Basolateral membrane vesicles prepared from rat small intestinal epithelial cells were used to study the sodium-independent transport of l-proline. The uptake of l-proline was unaffected by the presence of sodium and showed saturation kinetics ( K 1 = 0.5 mM and V max = 23.3 pmol/mg protein per s). Competition experiments indicated that other amino acids had an affinity for the carrier system with l-leucine > l-alanine > sarcosine > glycine > l-lysine > OH-proline > taurine > β- alanine > d-alanine > d-proline > l-serine > phenylalanine > valine > d-serine > phenylalanine > valine > d-serine > MeAIB > methionine > threonine . This pathway does not resemble those previously described either in the brush-border membrane of intestinal epithelial cells or the plasma membrane of other cell types. The lack of effect of methionine and threonine indicate that proline is not using the L-type system, while the very low affinity for MeAIB and the Na + independence suggest that this is a novel system for imino acids. The relatively high capacity of this system and its low K t, which is almost identical to the proline system in the brush-border membrane, strongly suggest that this is an important pathway in the final step for proline absorption by the small intestine.