The production of hormones in steroidogenic tissues is dependent upon the availability of free cholesterol at the inner mitochondrial membrane, the site of the cholesterol side chain cleavage. In adrenocortical cells, adrenocorticotropin (ACTH) 1 stimulates hydrolysis of cholesteryl esters in lipid droplets, and transport of free cholesterol to mitochondria for use in steroid synthesis (1, 2). How free cholesterol in the outer mitochondrial membrane is transferred to the P450-cholesterol side chain cleavage (P450-SCC) complex on the inner mitochondrial membrane is unclear, and the existence of a hormonally regulated, labile protein which facilitates this transfer had been predicted for many years (1, 3). The recently discovered steroidogenic acute regulatory protein (StAR) is a 30-kDa mitochondrial protein which has many of the characteristics of this regulator (3,4). StAR has been demonstrated to promote movement of cholesterol from the outer to the inner mitochondrial membrane where P450-SCC catalyzes the first, and rate-limiting, enzymatic step in steroid synthesis (5, 6). In addition, expression of StAR promotes steroidogenesis, and directly facilitates the transfer of cholesterol and other sterols in reconstituted mitochondria (7-9). Perhaps the most convincing evidence that StAR is critical for this process in vivo is the observation by Miller and others (10, 11) that mutations in the StAR gene cause congenital lipoid adrenal hypoplasia. In this autosomal recessive disorder, gonadal and adrenal steroid production are blocked at the level of cholesterol side chain cleavage, resulting in a massive accumulation of cholesterol in the adrenal glands (10). Likewise, mice in which the StAR gene is disrupted have a severe reduction in corticosterone synthesis and accumulate massive lipid deposits in their adrenal cortex (12).Expression of StAR is acutely regulated in response to hormonal stimulation by a process which does not require de novo protein synthesis (5). Phosphorylation of StAR has also been demonstrated to regulate its steroidogenic activity (13). cAMPdependent protein kinase (PKA), as well as the transcription factors steroidogenic factor-1 (SF-1) and C/EBP, are required for basal transcription of StAR (14 -19). Other reports demonstrate that StAR transcription can be regulated by oxysterols (20) and agents known to increase cellular calcium can also regulate StAR transcription (21). Since the net result of ACTH stimulation is an increase in free cholesterol at the outer mitochondrial membrane, the current studies were undertaken to ask if the expression of StAR is regulated directly by lipoproteins, the major source of cholesterol for steroid synthesis in adrenocortical cells. Our studies demonstrate that lipoproteins regulate StAR expression by a mechanism that is dependent on cAMP-dependent protein kinase, and the transcription factor SF-1. The regulation of StAR expression by cholesterol may represent a positive feedback circuit designed to maintain maximal output of steroid hormone. * This work ...