Epidemiological evidence suggests that dietary intake of carotenoids and tocopherols may influence the risk of certain chronic diseases, such as cancer and CVD. In vitro studies investigating the synergistic effects of mixtures of carotenoids and tocopherols have been hindered due to the difficulty of solubilising these lipophilic compounds. The objective of the present study was to develop a system for delivering tocopherols and carotenoids simultaneously to cells in culture. Differentiated human colonic adenocarcinoma cells (CaCo-2) were incubated with a mixture of these phytochemicals for 24 h. The phytochemical mixture included carotenoids (astaxanthin, canthaxanthin, lutein, lycopene, alpha-carotene, beta-carotene) and tocopherols (alpha-tocopherol and gamma-tocopherol). The emulsifiers polyoxyethylene sorbitan monopalmitate (Tween 40) and polyoxyethylene sorbitan monooleate (Tween 80) were employed as the delivery vehicles, and were compared with tetrahydrofuran (THF). Each vehicle was added at a maximum concentration of 1 ml/l. No toxic effects to the CaCo-2 cells were noted when Tween 40 or Tween 80 were used. Both Tween 40 and Tween 80 resulted in greater solubility of the mixture and delivered substantially more carotenoids and tocopherols to the cells; than THE In particular, lycopene was detected within the cells when Tween 40 and Tween 80 were employed, whereas it was below the limits of detection by HPLC when THF was used as the delivery vehicle. The phytochemicals were retained within the cells for 24 h after supplementation. Tween 40 and Tween 80 have potential as simple, rapid and non-toxic methods for delivering mixtures of carotenoids and tocopherols to cells in culture.