Lipid composition and pigment content were determined in pericarp of `Pik Red' tomatoes (Lycopersicon esculentum Mill.) that were harvested when mature-green (MG) then ripened for 1 or 14 days at 20C, chilled for 11 or 21 days at 2C, or chilled for 21 days and transferred to 20C for 4 days (rewarmed). During ripening, chlorophyll fell below a detectable level, carotenes increased 100-fold, phospholipids (PLs) dropped ≈20%, and galactolipids (GLs) dropped ≈35%. Fatty-acid unsaturation decreased slightly. Steryl esters (SEs), more than free sterols (FSs) and steryl glycosides (SGs), increased at the expense of acylated steryl glycosides (ASGs), and in all four steryl lipids, the stigmasterol: sitosterol ratio rose dramatically, whereas the level of isofucosterol fell sharply. During chilling, chlorophyll declined ≈40% and carotenes ≈60%. PL content did not change, whereas GL fell ≈15%. Fatty-acid unsaturation increased slightly. FS, much more than SG and SE, increased at the expense of ASG. The stigmasterol: sitosterol ratio changed little in ASG, SG, and SE but declined in FS. Isofucosterol increased in FS and SE. Rewarming had little effect on the levels of chlorophyll, carotenes, or PL levels, but caused GL to fall another ≈15%. Fatty-acid unsaturation decreased slightly in GL and ASG. The distribution of total sterol in ASG, SG, FS, and SE changed dramatically, yielding proportions close to those in unchilled MG fruit. Also, 4 days after rewarming, the stigmasterol: sitosterol ratio had increased sharply, particularly in FS and SE, and there was a further rise in isofucosterol in all four steryl lipids. These results indicate that chloroplast damage occurs during chilling, but PL-rich cell membranes are not degraded, even upon rewarming. Changes in sterol composition and conjugation during chilling and after rewarming could result in membrane dysfunction.