Thioglycolate-elicited mouse peritoneal macrophages were incubated for 24 hours in serum-free Dulbecco-Vogt medium containing 0.5% fatty acid-poor bovine serum albumin. This conditioned medium, designated MP medium, was used for experiments with bovine aortic smooth muscle cells (SMCs) or human skin fibroblasts (HSFs). Dulbecco-Vogt medium of the same albumin content but without macrophages served as a control medium. In SMCs labeled from plating the [3H]cholesterol and incubated with hypercholesterolemic rabbit beta-very-low-density lipoprotein (beta-VLDL) in Dulbecco-Vogt medium for 24 hours, there was an increase in cellular [3H]cholesteryl ester (CE) content compared with cells incubated without lipoprotein. When MP medium was used for the incubation of SMCs with beta-VLDL, cellular [3H]cholesteryl ester content increased threefold compared with cells incubated with Dulbecco-Vogt medium. A smaller increase in cholesterol esterification in the presence of MP medium was also encountered with low-density lipoprotein (LDL). The MP medium-induced increase in [3H]cholesterol esterification was not evident up to 6 hours of incubation. Similar results were also obtained with HSFs. The increase in [3H]cholesterol esterification with MP medium in the presence of beta-VLDL was also elicited in cells obtained from LDL receptor-negative donors with familial hypercholesterolemia (FH-HSF), even though in these cells significantly less [3H]cholesteryl ester was formed in the presence of beta-VLDL. MP medium contains numerous agents that could be responsible for the increase in cellular [3H]cholesteryl ester induced by lipoproteins. The first considered was lipoprotein lipase, but lack of inhibition of the MP medium effect by antiserum to lipoprotein lipase did not support this possibility.(ABSTRACT TRUNCATED AT 250 WORDS)