An important event in cholesterol metabolism is the efflux of cellular cholesterol by apolipoprotein A-I (apoA-I), the major protein of high density lipoproteins (HDL). Lipid-free apoA-I is the preferred substrate for ATP-binding cassette A1, which promotes cholesterol efflux from macrophage foam cells in the arterial wall. However, the vast majority of apoA-I in plasma is associated with HDL, and the mechanisms for the generation of lipid-free apoA-I remain poorly understood. In the current study, we used fluorescently labeled apoA-I that exhibits a distinct fluorescence emission spectrum when in different states of lipid association to establish the kinetics of apoA-I transition between the lipid-associated and lipid-free states. This approach characterized the spontaneous and rapid exchange of apoA-I between the lipid-associated and lipid-free states. In contrast, the kinetics of apoA-I exchange were significantly reduced when apoA-I on HDL was cross-linked with a bi-functional reagent or oxidized by myeloperoxidase. Our observations support the hypothesis that oxidative damage to apoA-I by myeloperoxidase limits the ability of apoA-I to be liberated in a lipid-free form from HDL. This impairment of apoA-I exchange reaction may be a trait of dysfunctional HDL contributing to reduced ATP-binding cassette A1-mediated cholesterol efflux and atherosclerosis.Apolipoprotein A-I (apoA-I), 4 the primary protein constituent of HDL, inhibits atherosclerosis in hypercholesterolemic mice (1-3). Moreover, increasing evidence indicates that HDL is cardioprotective in humans (4). The ability of HDL to promote cholesterol efflux from cholesteryl ester-laden macrophage foam cells is of central importance to the initiation and progression of atherosclerosis (5-7).In plasma, the vast majority of apoA-I associates with spherical HDL, a complex of apolipoproteins, phospholipids, triglycerides, free cholesterol, and cholesterol esters (8). However, the primary acceptor of cholesterol and phospholipids from macrophages is lipid-free or lipid-poor apoA-I (containing up to four phospholipid molecules (9)), which is the preferred substrate of the plasma membrane transporter ATP-binding cassette A1 (ABCA1) (10 -15). Circulating HDL is remodeled by the action of proteins and enzymes (16) such as cholesteryl ester transfer protein (17), lechitin:cholesterol acyltransferase (LCAT) (18, 19), phospholipid transfer protein (20, 21), and hepatic lipase (22). Plasma HDL remodeling can result in the destabilization of HDL and the release of lipid-free/lipid-poor apoA-I. Furthermore, the selective uptake of lipids from HDL through scavenger receptor B, type 1 can yield lipid-poor apoA-I (23).We hypothesized that the production of lipid-free/lipid-poor apoA-I from mature HDL and relipidation by ABCA1 is a dynamic process in the arterial wall, which is critical in protecting macrophages from cholesteryl ester accumulation. Previously, we showed that lipid-free/lipid-poor apoA-I is released from reconstituted HDL (rHDL) by long term (3-7 days) incu...