The Gordon Research Conference program, initiated in 1931, has had an enormous impact in fostering creative activities in science and in enhancing productive interactions among scientists in universities, industrial firms and government laboratories. Although carotenoids have been included as a section in many past Gordon conferences, primarily in those dealing with lipids, photosynthesis, or vitamins, the first Gordon conference dealing solely with carotenoids was held in March. 1992. Because of the enthusiastic response of participants in that first conference, a second has been planned. Key topics will include the genetics of carotenoid synthesis; the role of carotenoids in photosynthesis; interactions among carotenoids and other lipid factors in intestinal absorption, transport and cellular uptake; the metabolism of carotenoids in humans; actions of carotenoids in preventing chronic disease; carotenoid toxicity; and a discussion of dietary recommendations for carotenoids. Formal talks will be relatively short, and ample time will be devoted both to discussion of the talks and to extemporaneous 3-minute (2 slide) minipresentations by participants. Workshops will be scheduled on animal models for human studies and on new analytical procedures. A poster session will be an essential part of the scientific program. Many new developments have occurred in the past three years that merit careful attention, in relation both to basic biological aspects of carotenoid formation and function as well as to their possible actions in preventing chronic disease.