Regulation of cholesterol synthesis and, particularly, 3-hydroxy-3-methylglutaryl coenzyme A (HMG-CoA) reductase was studied in C-6 glial and neuroblastoma cells. Comparison of rates of incorporation of radioactivity from [14C]-acetate or [3H]mevalonate into digitonin-precipitable sterols indicated that HMG-CoA reductase is the major rate-limiting enzyme in cholesterol biosynthesis in both cell types. HMG-CoA reductase exhibited marked changes in enzymatic activity according to the lipoprotein content of the medium. However, significant differences were observed between the two cell types in the quantitative and temporal aspects of this regulation. Thus, in C-6 glial cells, when total serum lipoprotein was removed from the medium, reductase activity increased by 7-8-fold between 2 and 6 h later. After 24 h reductase activity in cells grown in lipoprotein-poor serum was 20-fold higher than in cells grown in regular serum. In neuroblastoma cells, under similar conditions, reductase activity did not increase at all until cells were in lipoprotein-poor serum for more then 6 h, and after 24 h, enzyme activity in cells grown in lipoprotein-poor serum was only approx. 3-fold higher than that in cells grown in regular serum. Addition of total serum lipoprotein caused a rapid decline in enzymatic activity in both cell types, with a t1/2 of 2-2.5 h; however, the onset of the decline was immediate in the glial cells but delayed 1-1.5 h in the neuronal cells. The critical regulatory component in the total lipoprotein fraction was shown to be contained in the low density lipoproteins for the reductase of both cell types. Regulation of reductase by free sterols was shown in both the glial and neuronal cells. However, effects were more marked and evolved more rapidly in the glial cells. The data thus provide important insight into the regulation of cholesterol synthesis in two cell types which are considered to be good models of neurons and glia of developing brain. The occurrence of more marked and more rapid regulation in the glial than in the neuronal cells is compatible with the important role glia play in brain lipid synthesis. The demonstration of dramatic regulation of HMG-CoA reductase by desmosterol, a sterol found in high concentration in brain early in development, may indicate a heretofore unrecognized role for this sterol in the regulation of cholesterol biosynthesis during maturation. 7-Ketocholesterol was shown to induce in C-6 glial cells a rate of decline of HMG-CoA reductase activity compatible with a t 1/2 of just 20 min. This extremely rapid rate of decline suggests that the effect involves an alteration in catalytic efficiency of the enzyme. The mechanism of this effect remains to be determined.