This article is available online at http://www.jlr.org Supplementary key words atherosclerosis • cholesterol • granulocytemacrophage colony-stimulating factor • phosphoinositide 3-kinase • low density lipoprotein Development of atherosclerotic plaques results from the accumulation of cholesterol within arterial vessel walls. Macrophages play a critical role in this process by mediating uptake of the cholesterol-rich particle LDL, resulting in arterial accumulation of cholesterol. LDL uptake by macrophages is thought to be dependent on oxidative modifi cation of LDL allowing for receptor-mediated endocytosis of LDL to generate cholesterol-rich foam cells ( 1 ). Recently, we identifi ed an additional mechanism of LDL uptake by macrophages: nonreceptor mediated fl uidphase pinocytosis of LDL ( 2 ). In contrast to receptor-mediated endocytosis, macrophage uptake of solute by fl uid-phase pinocytosis occurs at levels directly proportional to the amount of solute within the extracellular fl uid. LDL is present within the intimal layer of the vessel wall (where foam cells develop) at high levels (0.7-2.7 mg/ml) ( 3-5 ). Incubation of human macrophages with these physiological concentrations of LDL promotes foamcell formation by fl uid-phase pinocytosis ( 6, 7 ). Macrophage fl uid-phase pinocytosis not only occurs in cell culture but also in plaque-resident macrophages of atherosclerosis-prone mice ( 8 ).Fluid-phase pinocytosis can occur by the formation of macropinosomes (>0.2 µm) or micropinosomes ( р 0.2 µm) ( 9 ). Human macrophage colony-stimulating factor (M-CSF)-differentiated macrophages take up LDL by fl uid-phase ; GM-CSF, granulocyte-macrophage colony-stimulating factor; M-CSF, macrophage colony-stimulating factor; PI3K, phosphoinositide 3-kinase.