The liver is the major site of both apolipoprotein A-I (apoA-I) synthesis and ATP-binding cassette transporter A1 (ABCA1) expression. Here, we compare the lipidation with cholesterol and phospholipid of newly synthesized human apoA-I (hapoA-I) using adenoviral vector-mediated endogenous expression or exogenously added hapoA-I in wild type and ABCA1-null hepatocytes. 3 H]choline. ABCA1 deficiency decreased apoA-I phospholipidation by 80%, but acquisition of de novo synthesized and exogenous cholesterol only decreased by 40 -60%. The transfer of de novo synthesized cholesterol to apoA-I was decreased at all time points, but that of exogenously delivered cholesterol was independent of ABCA1 activity at the early time points. Progesterone does not affect apoA-I synthesis or its lipidation but inhibited the early phase of apoA-I cholesterol lipidation in both wild type and ABCA1-null hepatocytes. Fast protein liquid chromatography analysis of medium lipoproteins confirmed that with ABCA1 deficiency, the proportion of secreted high density lipoprotein-associated apoA-I and cholesterol decreased by about 50%. The very low density lipoprotein (VLDL)/ LDL size fraction also contained a significant level of cholesterol in ABCA1 deficiency, consistent with the result of immunoprecipitations showing the presence of lipoproteins with both apoA-I and murine apoB. ApoA-I lipidation with newly synthesized cholesterol in ABCA1-null hepatocytes was significantly decreased by brefeldin A and monensin. In conclusion, we demonstrate that: (i) whereas most hepatic phospholipidation of apoA-I is mediated by ABCA1, acquisition of cholesterol depends on active transfer from intracellular compartments by ABCA1-dependent and -independent pathways, both sensitive to progesterone and (ii) there is separate regulation of phospholipid and cholesterol lipidation of apoA-I in hepatocytes.The ATP-binding cassette transporter protein, ABCA1, 1 is the major determinant of the phospholipid and cholesterol lipidation of apolipoprotein A-I that enables formation of high density lipoprotein (HDL) (1). ABCA1 has been shown to regulate lipid efflux, and a deficiency in ABCA1, as in Tangier disease, results in nearly undetectable levels of HDL (2-6). Macrophages in various tissues are profoundly affected by this disease, first suggesting that ABCA1 function in macrophages was critical for the maintenance of HDL levels in the plasma, as part of the reverse cholesterol transport. However, Haghpassand et al. (7) demonstrated that macrophages account for only 20% of the generation of circulating HDL. ABCA1 (4, 8 -12) and apoA-I (13, 14) are both highly expressed in the liver and intestine, suggesting that ABCA1 contributes to the lipidation of newly secreted lipoproteins in those tissues. Basso et al. (15) used an ABCA1 adenovirus expression system to promote liver expression of ABCA1, thereby raising plasma HDLcholesterol and promoting cholesterol efflux from primary hepatocytes, supporting the role of the liver as a major source of HDL.As noted by Tall e...