Caveolae and lipid raft domains are distinct but related regions of the plasma membrane that are enriched in cholesterol, sphingomyelin, and glycosphingolipids (1, 2). Whereas lipid raft domains are present in many, if not all, cells (3), caveolae are specialized, morphologically distinct lipid raft domains that require the cell-specific expression of the protein caveolin-1 (Cav-1) (4).The integrity of lipid rafts is very dependent upon the presence of cholesterol (5). Relative to phospholipids, sphingolipids are more hydrophobic, undergo more hydrogen bonding, and tend to cluster within cell membranes (6). Moreover, the ability of cholesterol to pack tightly with saturated lipids is essential to promoting the liquid-ordered structure of lipid raft domains (6). The loss of cholesterol from caveolae by treatment with cholesterol-sequestering agents, through increased sterol oxidation, or by inhibiting its de novo synthesis leads to a more disordered state and the loss of raft-associated proteins. Indeed, because Cav-1 is a cholesterol binding protein, it is often used to monitor the loss of caveolar integrity after cholesterol displacement or depletion. Recent reports have provided evidence that ceramide production in raft model membranes and astrocytes causes a significant displacement of cholesterol from lipid raft membranes (7,8). However, whether a ceramide-induced displacement of cholesterol can lead to changes in the protein composition of caveolin-enriched membranes (CEMs) is unknown.The recent development of stable isotope labeling of cells in culture (SILAC) (9) has enabled a quantitative, hypothesis-driven assessment of changes in a single protein (10) as well as the unbiased, quantitative characterization of large proteomes (11). The basic premise of SILAC is that two populations of cells are grown in medium containing either unlabeled amino acids or an amino acid containing deuterium or 13 C substitutions. After a suffiAbbreviations: bSMase, bacterial sphingomyelinase; Cav-1, caveolin-1; CEM, caveolin-enriched membrane; dFCS, dialyzed fetal calf serum; MALDI-TOF MS, matrix-assisted laser desorption ionization time-of-flight mass spectrometry; M  CD, methyl- -cyclodextrin; SC, Schwann cell; SILAC, stable isotope labeling with amino acids in cell culture.