The transfer of lipoprotein-bound cholesterol into adrenal cells was examined. Adrenal glands from unstimulated or corticotropin stimulated hypophysectomized rats were incubated with high density lipoprotein (HDL) or low density lipoprotein LDL containing radiolabeled cholesterol. The rate of transfer of labeled cholesterol from HDL into the glands was two to three times greater than from LDL. Corticotropin stimulation increased the transfer of cholesterol from HDL but not LDL. The effects of corticotropin were not dependent on subsequent cholesterol utilization for steroidogenesis. The process of cholesterol transfer from HDL was linear with time over 2 hr at 370 and greatly reduced at 40. In addition, the transfer process became saturated above an HDL cholesterol concentration of 900 sg/ml. About 25% of the labeled adrenal cholesterol arising from HDL was recovered within the mitochondria. The labeled cholesterol within isolated mitochondria could undergo mitochondrial conversion to pregnenolone. Finally, the delipidated HDL apolipoproteins, apoA-I and apoA-II, when added to incubations containing less than saturating concentrations of HDL, stimulated transfer of labeled cholesterol from HDL to adrenal cells. These studies suggest that rat adrenal tissue possesses an HDL specific hormonally-responsive mechanism for accumulating extracellular cholesterol and that apoA-I and apoA-II have a significant function in the uptake process.The mechanisms responsible for transferring cholesterol from plasma into cells are of particular interest because of their possible role in atherosclerotic disease. Adrenal tissue may serve as a useful model for studying these mechanisms because studies in man (1, 2) and the rat (3, 4) showed that 80% or more of the cholesterol substrate for adrenal steroidogenesis may come from plasma. However, little is known about the process by which extracellular cholesterol enters the adrenal cells. Dexter et al. (4) have observed that the uptake process is stimulated by corticotropin (adrenocorticotrophic hormone, ACTH), and furthermore that the stimulatory effect of ACTH persists even when utilization of accumulating cholesterol is blocked by specific inhibitors.Serum cholesterol is lipoprotein bound, predominantly by the high density lipoprotein (HDL) and low density lipoprotein (LDL) fractions. In the rat (5), 60% of the circulating cholesterol is found in HDL and 30% in LDL, while in man 30% and 60% are found in HDL and LDL, respectively (6). In order to better understand the uptake of cholesterol by adrenal cells as well as ACTH regulation of the uptake process, we have examined the ability of HDL and LDL to serve as substrate for transfer of cholesterol to the adrenal. The observations reported here suggest that HDL is the preferred substrate for adrenal cholesterol uptake, and that uptake from HDL is regulated by ACTH. Furthermore, these studies suggest that the HDL apoproteins, apoA-I and apoA-II, play a role in the cholesterol uptake process. Table legends. Incubations were p...