Abstract-Accumulation of cholesterol by macrophage foam cells in atherosclerotic lesions is thought to involve the uptake of modified low density lipoproteins (LDLs). Previous studies have shown that there is impaired degradation of oxidized LDL in macrophages. The present study was done to determine whether the differences in intracellular metabolism of oxidized LDL and acetyl LDL were associated with delivery to different intracellular compartments. Mouse peritoneal macrophages were incubated with 1,1Ј-dioctadecyl-3,3,3Ј,3Ј-tetramethylindocarbocyanine perchlorate-labeled oxidized LDL or 3,3Ј-dioctadecyloxacarbocyanine perchlorate-labeled acetyl LDL and examined by fluorescence microscopy. Deconvolution image analysis showed Ͻ10% colocalization of the 2 lipoproteins at incubation times ranging from 30 minutes to 6 hours. Subcellular fractionation of macrophages after incubation with 99m Tc-labeled oxidized LDL revealed accumulation of the tracer in a compartment with a dϭ1.042 g/mL, consistent with endosomes. Surprisingly, there was a concurrent dramatic shift of the density of lysosomal marker enzymes from dϭ1.1 g/mL to the same fractions that contained 99mTc, indicating that this compartment was formed after fusion with primary lysosomes. Parallel experiments in J774 cells, a murine macrophage-like cell line, did not show a similar density shift, perhaps because of the slower rate of accumulation of oxidized LDL by these cells. Fluorescence microscopy of macrophages labeled with a lysosomotropic dye revealed a marked expansion of the acidic compartment after exposure of cells to oxidized LDL. We conclude that oxidized LDL and acetyl LDL are internalized by morphologically distinct pathways. Furthermore, because of its impaired lysosomal degradation, oxidized LDL causes expansion of and a decrease in the density of the lysosomal compartment in macrophages. Because uptake of normal LDL via the LDL receptor is subject to feedback regulation, accumulation of excessive amounts of LDL-derived cholesterol by macrophages is thought to require modification of LDL in a way that permits rapid unregulated internalization. 1 Several types of LDL modification have been shown to permit cholesterol accumulation in vitro, including acetylation, oxidation, and aggregation. 2-4 Acetylated LDL and oxidized LDL are both ligands for the scavenger receptor class A type I/II (SR-AI/II). Recent studies with macrophages from SR-AI/II-knockout mice have shown that nearly all of the high-affinity uptake of acetyl LDL is due to SR-AI/II, but 70% of the uptake of oxidized LDL is attributable to different, as-yet-incompletely characterized receptors. 5 Although the rates of uptake of oxidized LDL and acetyl LDL are similar, the degradation of oxidized LDL is much less efficient than that of acetyl LDL, and as a result, significant amounts of oxidized LDL accumulate intracellularly in an undegraded form. 6 -8 The inefficient degradation of oxidized LDL by macrophages has been attributed to resistance of oxidized apoB to cathepsins 9 and t...