Cholesterol is predicted to associate more strongly with the outer than the inner leaflet of plasma membrane bilayers based on the relative in vitro affinities of their phospholipids. Complex formation with the high affinity species (especially saturated sphingomyelins) is said to reduce the chemical activity (escape potential or fugacity) of the sterol. We therefore tested the hypothesis that scrambling the sidedness of plasma membrane phospholipids of intact cells will increase the chemical activity of outer surface cholesterol. Upon activating the plasma membrane scramblase in intact human red cells by introducing ionomycin to raise cytoplasmic Ca ++ , phosphatidylserine became exposed and, concomitantly, the chemical activity of exofacial cholesterol was increased. (This was gauged by its susceptibility to cholesterol oxidase and its rate of transfer to cyclodextrin.) Similar behavior was observed in human fibroblasts. Two other treatments known to activate cell surface cholesterol (namely, exposure to glutaraldehyde and to low ionic strength buffer) also brought phosphatidylserine to the cell surface but by a Ca ++ -independent mechanism. Given that phospholipid scrambling is important in blood coagulation and apoptosis, the concomitant activation of cell surface cholesterol could contribute to these and other pathophysiological signaling processes.It has been observed that increasing the cholesterol in the mammalian PM 1 beyond the physiological level evokes a sharp rise in its susceptibility to attack by CO and in its transfer both to extracellular cyclodextrin and the endoplasmic reticulum (1,2). These findings have been explained by the following hypothesis (2,3): Cholesterol forms complexes of varied strength and stoichiometry with different bilayer PLs. The complexed sterol has a lower chemical activity (escape potential or fugacity) than uncomplexed (free) cholesterol; for example, that added in excess of the binding capacity of the PL. It is the high chemical activity of the uncomplexed sterol that accounts for its increased interaction with CO and cyclodextrin. Physiologically, the high fugacity of excess cholesterol provides a homeostatic mechanism that keeps the PM sterol level near the capacity of its PL partners, ~0.8 mol per mol phospholipid (4). [Note that the concept of cholesterol chemical activity of interest here differs distinctly from that of active cholesterol, which refers to the attributes of biologically functional sterols (5).] † This work was supported in part by National Institutes of Health grant HL 28448.* To whom correspondence should be addressed at ‡ Dept. of Pathology, Rush University Medical Center, 1653 West Congress Parkway, Chicago, IL 60612. Tel: 312-942-5256; Fax: 312-563-3115; E-mail: ylange@rush.edu. 1 The abbreviations used are: CO, cholesterol oxidase; DIDS, 4,4'-Diisothiocyanostilbene-2,2'-Disulfonic Acid; ER, endoplasmic reticulum; HBS, 150 mM NaCl-5 mM histidine, pH 7.5; MBCD, methyl-β-cyclodextrin; PBS, 150 mM NaCl-5 mM NaPi, pH 7.5; PC, phosphatidylc...