Rationale: Plasma apolipoprotein (apo)M is mainly associated with high-density lipoprotein (HDL). HDL-boundapoM is antiatherogenic in vitro. However, plasma apoM is not associated with coronary heart disease in humans, perhaps because of a positive correlation with plasma low-density lipoprotein (LDL). Objective: We explored putative links between apoM and very-low-density (VLDL)/LDL metabolism and the antiatherogenic potential of apoM in vivo. Methods and Results: Plasma apoM was increased Ϸ2.1 and Ϸ1.5 fold in mice lacking LDL receptors (Ldlr ؊/؊ ) and expressing dysfunctional LDL receptor-related protein 1 (Lrp1 n2/n2 ), respectively, but was unaffected in apoE-deficient (ApoE ؊/؊ ) mice. Thus, pathways controlling catabolism of VLDL and LDL affect plasma apoM. Overexpression (Ϸ10-fold) of human apoM increased (50% to 70%) and apoM deficiency decreased (Ϸ25%) plasma VLDL/LDL cholesterol in Ldlr ؊/؊ mice, whereas apoM did not affect plasma VLDL/LDL in mice with intact LDL receptors. Moreover, plasma clearance of apoM-enriched VLDL/LDL was slower than that of control VLDL/LDL in mice lacking functional LDL receptors and LRP1, suggesting that apoM impairs the catabolism of VLDL/LDL that occurs independently of the LDL receptor and LRP1. ApoM overexpression decreased atherosclerosis in ApoE ؊/؊ (60%) and cholate/cholesterol-fed wild-type mice (70%). However, in Ldlr ؊/؊ mice the antiatherogenic effect of apoM was attenuated by its VLDL/LDL-raising effect. Conclusion: The data suggest that defect LDL receptor function leads to increased plasma apoM concentrations, which in turn, impairs the removal of VLDL/LDL from plasma. This mechanism opposes the otherwise antiatherogenic effect of apoM. (Circ Res. 2010;106:1624-1634.)Key Words: lipid metabolism Ⅲ atherosclerosis Ⅲ apolipoprotein M P lasma lipoproteins play a major role as risk factors for cardiovascular disease. ApoB-containing very-lowdensity lipoprotein (VLDL) and low-density lipoprotein (LDL) are proatherogenic whereas the apolipoprotein (apo)A-I-containing high-density lipoprotein (HDL) have antiatherogenic properties. 1-3 HDL comprises a heterogeneous class of lipoproteins which in addition to apoA-I contains Ͼ40 different proteins one of which is apolipoprotein M (apoM). 4 ApoM is produced in liver and kidney. 5,6 Liver apoM is secreted to plasma, whereas kidney apoM is secreted into the urine. 7 The plasma concentration of apoM is Ϸ1 mol/L, ie, comparable to that of apoB (Ϸ2 mol/L) but lower than that of apoA-I (Ϸ40 mol/L). 8 The major fraction of plasma apoM resides in HDL. 9,10 A smaller fraction is present in apoB-containing lipoproteins such as LDL and triglyceride-rich VLDL. 9,10 Immuno-depletion studies suggest that Ϸ5% of plasma HDL and 1 to 2% of plasma LDL particles contain apoM. 10 The structure of apoM lacks the amphipathic motifs which normally attach apolipoproteins to the lipid surface of plasma lipoproteins. 11 Instead, apoM is bound to plasma lipoproteins via its preserved hydrophobic signal peptide which serves as an anchor for apo...