Although cholesterol is an essential component of mammalian membranes, resolution of cholesterol organization in membranes and organelles (i.e. lysosomes) of living cells is hampered by the paucity of nondestructive, nonperturbing methods providing real time structural information. Advantage was taken of the fact that the emission maxima of a naturally occurring fluorescent sterol (dehydroergosterol) were resolvable into two structural forms, monomeric (356 and 375 nm) and crystalline (403 and 426 nm). Model membranes (sterol:phospholipid ratios in the physiological range, e.g. 0.5-1.0), subcellular membrane fractions (plasma membranes, lysosomal membranes, microsomes, and mitochondrial membranes), and lipid rafts/caveolae (plasma membrane cholesterol-rich microdomain purified by a nondetergent method) contained primarily monomeric sterol and only small quantities (i.e. 1-5%) of the crystalline form. In contrast, the majority of sterol in isolated lysosomes was crystalline. However, addition of sterol carrier protein-2 in vitro significantly reduced the proportion of crystalline dehydroergosterol in the isolated lysosomes. Multiphoton laser scanning microscopy (MPLSM) of living L-cell fibroblasts cultured with dehydroergosterol for the first time provided real time images showing the presence of monomeric sterol in plasma membranes, as well as other intracellular membrane structures of living cells. Furthermore, MPLSM confirmed that crystalline sterol colocalized in highest amounts with LysoTracker Green, a lysosomal marker dye. Although crystalline sterol was also detected in the cytoplasm, the extralysosomal crystalline sterol did not colocalize with BODIPY FL C 5 -ceramide, a Golgi marker, and crystals were not associated with the cell surface membrane. These noninvasive, nonperturbing methods demonstrated for the first time that multiple structural forms of sterol normally occurred within membranes, membrane microdomains (lipid rafts/ caveolae), and intracellular organelles of living cells, both in vitro and visualized in real time by MPLSM.Cholesterol is essential for optimal membrane transport, receptor-effector coupling, cell recognition, and other eukaryotic cellular processes (reviewed in Ref. 1). Increasing evidence indicates that plasma membrane cholesterol is organized into lateral and transbilayer cholesterol-rich microdomains (reviewed in Ref.2) such as lipid rafts and caveolae (reviewed in Refs. 2-6). These domains contain proteins involved in multiple cellular functions including signaling and cholesterol transport. For example, overexpression of caveolin-1 in mice stimulates high density lipoprotein uptake via plasma membrane caveolae and markedly increases plasma high density lipoprotein-cholesterol (8). In contrast, caveolin-1-deficient mice are lean and resistant to diet-induced obesity but show hypertriglyceridemia and exhibit vascular abnormalities (9 -11). There is a strong association of cholesterol abnormalities with cytotoxicity, sickle cell acanthacytosis, Niemann-Pick C disease, Alzhe...