Although in vitro studies suggest a role for sterol carrier protein-2 (SCP-2) in cholesterol trafficking and metabolism, the physiological significance of these observations remains unclear. This issue was addressed by examining the response of mice overexpressing physiologically relevant levels of SCP-2 to a cholesterol-rich diet. While neither SCP-2 overexpression nor cholesterol-rich diet altered food consumption, increased weight gain, hepatic lipid, and bile acid accumulation were observed in wild-type mice fed the cholesterol-rich diet. SCP-2 overexpression further exacerbated hepatic lipid accumulation in cholesterol-fed females (cholesterol/cholesteryl esters) and males (cholesterol/ cholesteryl esters and triacyglycerol). Primarily in female mice, hepatic cholesterol accumulation induced by SCP-2 overexpression was associated with increased levels of LDLreceptor, HDL-receptor scavenger receptor-B1 (SR-B1) (as well as PDZK1 and/or membrane-associated protein 17 kDa), SCP-2, liver fatty acid binding protein (L-FABP), and 3a-hydroxysteroid dehydrogenase, without alteration of other proteins involved in cholesterol uptake (caveolin), esterification (ACAT2), efflux (ATP binding cassette A-1 receptor, ABCG5/8, and apolipoprotein A1), or oxidation/ transport of bile salts (cholesterol 7a-hydroxylase, sterol 27a-hydroxylase, Na 1 /taurocholate cotransporter, Oatp1a1, and Oatp1a4). The effects of SCP-2 overexpression and cholesterol-rich diet was downregulation of proteins involved in cholesterol transport (L-FABP and SR-B1), cholesterol synthesis (related to sterol regulatory element binding protein 2 and HMG-CoA reductase), and bile acid oxidation/ transport (via Oapt1a1, Oatp1a4, and SCP-x). Levels of serum and hepatic bile acids were decreased in cholesterol-fed SCP-2 overexpression mice, especially in females, while the total bile acid pool was minimally affected. Taken together, these findings support an important role for SCP-2 in hepatic cholesterol homeostasis. Due to the deleterious effects associated with cholesterol accumulation leading to atherosclerosis, levels of cholesterol in cells and tissues are carefully regulated (1, 2). Cholesterol is derived from both diet and endogenous synthesis, and in order to maintain cholesterol homeostasis, human liver excretes nearly 2 g of cholesterol per day into bile (3). Decreased cholesterol disposal results in hepatic cholesterol accumulation and elevated blood cholesterol, while excessive cholesterol secretion or disproportionate biliary constituents may lead to cholelithiasis and inflammatory gallbladder disease (3, 4). Cholesterol is removed from peripheral tissues to the liver for elimination by oxidation and/or biliary excretion via a process termed reverse cholesterol transport (RCT). Recent novel experiments have elucidated many molecular details of the RCT pathway, including those involving scavenger receptor-B1 (SR-B1)-mediated uptake of HDL-cholesteryl esters and ABC transporter- Abbreviations: 3a-HSD, 3a-hydroxysteroid dehydrogenase; ABCA-...