The delivery of cholesterol to canine serum or plasma altered the distribution of cholesterol and apoproteins in subclasses of high density lipoproteins (HDL). In these experiments, two in vitro systems were employed. The first system used cholesterol-celite particles to deliver cholesterol to canine plasma during 4-h incubations. When the cholesterol distribution in the lipoproteins was analyzed by Geon-Pevikon electrophoresis, an increase in cholesterol content was found in the slower migrating subclasses of HDL (HDL1 and HDLc). A large increase in apoprotein E (apo-E) was also observed in the lipoproteins. Densitometric analysis of lipid-stained, 4 to 30% gradient acrylamide gels of canine plasma after incubation with cholesterol-celite revealed that the concentration of the major high density lipoproteins (HDL3) decreased, and the concentration of subclasses of HDL-with apo-E (HDL1 and HDLc) increased 2- to 5-fold. In the second system, cholesterol-loaded mouse peritoneal macrophages released cholesterol to HDL in an incubation medium containing 10 to 20% canine serum. The HDL1 and HDLc, which demonstrated slower electrophoretic mobility as determined by Geon-Pevikon block electrophoresis, became enriched in cholesterol and cholesteryl esters. Gradient gel electrophoresis showed substantial increases in these subclasses of HDL-with apo-E. The cholesterol-loaded mouse peritoneal macrophages synthesized and secreted apo-E into the medium. When L-[35S]methionine was used as a precursor, 65 to 90% of the 35S-labeled protein associated with the lipoproteins in the 1.02 to 1.09 density range was immunoprecipitated with antibody directed against rat apo-E. Gradient gel electrophoresis of density fractions demonstrated the presence of HDL1 and HDLc as the major lipoproteins. In addition, when canine 125I-HDL3 (primarily apo-A-I-containing HDL) were added to canine serum and incubated with cholesterol-loaded macrophages, the appearance of HDL1 and HDLc was associated with a marked increase in the 125I label in these newly formed, cholesteryl ester-rich lipoproteins. There was a corresponding marked reduction in the 125I-HDL3 in the serum. Similar results were observed using human HDL3 and human serum.