Fatty acid-induced triacylglycerol synthesis produces triacylglycerol droplets with a protein coat that includes perilipin 3/TIP47 and perilipin 4/S3-12. This study addresses the following two questions. Where do lipid droplets emerge, and how are their coat proteins recruited? We show that perilipin 3-and perilipin 4-coated lipid droplets emerge along the endoplasmic reticulum (ER Fat storage has become an area of great interest because as a population we are experiencing significant increases in adiposity and its associated metabolic complications. There is a direct correlation between levels of adiposity and fat accumulation outside adipocytes, which is associated with a vast array of pathologies. However, the mechanisms underlying cellular fat deposition are not well understood. One example of a metabolically important but poorly understood process is how fat gets into intracellular droplets and how the single membrane leaflet of amphipathic proteins and lipids assembles around these droplets. In previous work, we have demonstrated that when cells are given fatty acids they rapidly synthesize triacylglycerol (TG), 2 and a set of proteins moves from the cytosol to coat the nascent TG droplets (1-5). These fat coat proteins are members of the PAT family, and the name is an acronym derived from the first letter of the nonsystematic names of the original three family members, Perilipin/ADRP/TIP47 (6). Later, two other proteins, S3-12 and OXPAT, were added based on similar sequence and lipid binding behaviors (2, 4). We will use the newly described systematic nomenclature for the PAT proteins (7) as follows: perilipin 1 for perilipin; perilipin 2 for adipophilin/ADRP; perilipin 3 for PP17/TIP47; perilipin 4 for S3-12, and perilipin 5 for MLDP/LSDP5/OXPAT. Unlike some lipid droplet proteins, PAT proteins do not have an ER targeting signal and are not trafficked to lipid droplets through the secretory pathway (8 -10). PAT proteins have been described as either constitutively lipid-associated proteins (CPATs) or exchangeable lipid-binding proteins (EPATs) (5). Perilipin 1 and perilipin 2 are CPATs, because they are stabilized by lipid binding, and thus are almost always bound to lipid. Perilipin 3, perilipin 4, and perilipin 5 are EPATs, because they are stable when not bound to lipid, and thus can exchange between the cytosol and lipid droplet based on the metabolic state of the cells. For example, when the lipid surface is expanded by fatty acid-driven TG synthesis, perilipin 3, perilipin 4, and perilipin 5 move from cytosol to the lipid droplet membrane leaflet (5).The PAT proteins appear to play an important role in regulating intracellular lipid storage, and CPATs in particular appear to protect lipid stores from unregulated hydrolysis. Studies in cultured cells and whole animals show that CPAT