The polyene antibiotic, filipin, binds to 3 beta-hydroxysterols. The initial rate of filipin-sterol association, monitored in a stopped-flow spectrophotometer, was first order in each reacting partner. The ratio of rate constants in intact mycoplasma cells relative to isolated, unsealed membranes provides an estimate of sterol distribution in the membrane bilayer. Cholesterol is distributed symmetrically in the bilayer of M. gallisepticum cells from the early exponential phase. However, in the M. capricolum membrane two-thirds of the unesterified cholesterol is localized in the outer leaflet; alkyl-sterols are distributed predominantly in the external monolayer. Cholesterol is translocated rapidly in the bilayer of M. capricolum cells. Exogenous phospholipids incorporated into the membrane had no effect on the cholesterol distribution in M. capricolum.