An important part of understanding the functions of vitamin A, vitamin E and the carotenoids in nutritional status assessment, health promotion and disease prevention is knowledge of factors that influence their distribution in human tissues. Our objective was to examine serum concentrations of these nutrients and compounds in a sample of 285 healthy participants, 12-17 y old, from three U. S. cities. Pearson correlations between diet measured with a food frequency questionnaire and serum nutrient concentrations among these adolescents (adjusted for total serum cholesterol, age, sex, race and body mass index) were as follows: retinol, 0.23; alpha-tocopherol, 0.16; alpha-carotene, 0.31; beta-carotene, 0.15; beta-cryptoxanthin, 0.38; lycopene, 0.08; and lutein + zeaxanthin, 0.25. Multivariate linear regression modeled associations of demographic, dietary and physiologic variables with serum concentrations of these nutrients. African-American participants had significantly lower concentrations of serum retinol (P < 0.001), alpha-tocopherol (P < 0.01) and alpha-carotene (P < 0.02), but higher concentrations of lutein + zeaxanthin (P = 0.001) compared with Caucasians. Obese participants had serum nutrient concentrations that were 2-10% (P < 0.05) lower than normal weight participants. Dietary intake was a significant predictor of all serum analytes (P < 0.01) except lycopene. These models explained 20% of the variability in serum retinol, 28% of the variability in serum alpha-tocopherol, and 14-24% of the variability in serum carotenoids.