Specifically, fluid flow-derived shear stresses deactivate leukocytes via actions on the conformational activities of proteins on the cell surface. Because membrane properties affect activities of membranebound proteins, we hypothesized that changes in the physical properties of cell membranes influence PMNL sensitivity to fluid shear stress. For this purpose, we modified PMNL membranes and showed that the cellular mechanosensitivity to shear was impaired whether we increased, reduced, or disrupted the organization of cholesterol within the lipid bilayer. Notably, PMNLs with enriched membrane cholesterol exhibited attenuated pseudopod retraction responses to shear that were recovered by select concentrations of benzyl alcohol (a membrane fluidizer). In fact, PMNL responses to shear positively correlated (R 2 ϭ 0.96; P Ͻ 0.0001) with cholesterol-related membrane fluidity. Moreover, in low-density lipoprotein receptor-deficient (LDLr Ϫ/Ϫ ) mice fed a high-fat diet (a hypercholesterolemia model), PMNL shear-responses correlated (R 2 ϭ 0.5; P Ͻ 0.01) with blood concentrations of unesterified (i.e., free) cholesterol. In this regard, the shear-responses of PMNLs gradually diminished and eventually reversed as free cholesterol levels in blood increased during 8 wk of the high-fat diet. Collectively, our results provided evidence that cholesterol is an important component of the PMNL mechanotransducing capacity and elevated membrane cholesterol impairs PMNL shearresponses at least partially through its impact on membrane fluidity. This cholesterol-linked perturbation may contribute to dysregulated PMNL activity (e.g., chronic inflammation) related to hypercholesterolemia and causal for cardiovascular pathologies (e.g., atherosclerosis).flow; cell deactivation; pseudopod retraction; mechanotransduction; hypercholesterolemia WHETHER ADHERED TO A SURFACE or freely suspended in plasma, polymorphonuclear leukocytes (PMNLs; particularly neutrophils) sense and respond to fluid shear stress (force per unit area acting tangential to the cell surface; dyn/cm 2 ) imposed by blood flow. Specifically, fluid shear stress maintains PMNLs in a deactivated state by reducing or preventing formation of pseudopod(s), a morphological hallmark of an activated PMNL, while at the same time, promoting cleavage of cell surface-associated  2 (CD18) integrins involved in cell adhesion and migration (30,48). The cell-inactivating action of shear stress is depressed upon treatment of cells with threshold concentrations of biochemical agonists, such as formyl peptide (N-formyl-Met-LeuPhe or FMLP; Ͼ 0.01 M) and platelet-activating factor (Ͼ0.1 M) (15), pointing to circulatory fluid flow as a negative mechano-regulator of PMNL activity in the absence of inflammatory agents, i.e., cell stimulation overrides this negative fluid shear stress control. Moreover, impaired leukocyte responses to shear stress, due to agonist stimulation or a pathologically inflamed state, have been linked to increased PMNL entrapment in the microcirculation of normotensive r...