A viscous, gel-like phase was found in ultracentrifuged human upper intestinal contents collected during rapid fat lipolysis. This "gel" phase was layered in the ultracentrifuge tube between the micellar and oil phase. The gel contained lipids typical of the micellar and not the oil phase. The concentration of these lipids was higher and the ratio of total bile salts to lipids was lower in the gel than in the micellar phase. The gel, unlike the micellar phase, was birefringent between crossed polarizers. These data demonstrate that lipids in this gel phase can form liquid crystals in the gut during fat digestion.