Incubation of human high-density lipoprotein subfraction-3 (HDL3) with rabbit lipoprotein-depleted plasma resulted in marked changes in the density and size of the HDL. After 24 h of incubation at 37 degrees C, the original HDL3 were converted into populations of larger (less dense) and smaller (more dense) particles. The degree of conversion increased with increasing concentrations of lipoprotein-depleted plasma and increasing incubation time. Furthermore, lecithin:cholesterol acyltransferase, lipoprotein lipase and lipid-transfer protein were shown not to be involved in the process. It was therefore proposed that a separate factor, the HDL-conversion factor, was responsible for the observed changes. Conversion-factor activity was assessed in the lipoprotein-depleted plasma of several species and found to be greater in rabbits and rats than in pigs and human subjects. It was also established that the conversion factor was able to be precipitated from rabbit lipoprotein-depleted plasma between 40 and 50% saturation of (NH4)2SO4. This information was used to partially purify the factor from human plasma. The proteins of human plasma which precipitated between 35 and 55% saturation of (NH4)2SO4 were recovered and subjected to ultracentrifugation to isolate the fraction of density 1.21-1.25 g/ml. This fraction, which was rich in HDL-conversion activity, was further purified by cation-exchange chromatography. In conclusion, a factor which promotes the conversion of HDL to populations of larger and smaller particles has been found to exist at various levels of activity in the plasma of several species. Partial purification of the factor from human plasma has been achieved.