Accumulating evidence indicates that secretory phospholipase A 2 (sPLA 2 ) enzymes promote atherogenic processes. We have previously showed the presence of Group V sPLA 2 (GV sPLA 2 ) in human and mouse atherosclerotic lesions, its hydrolysis of low density lipoprotein (LDL) particles, and the ability of GV sPLA 2 -modified LDL (GV-LDL) to induce macrophage foam cell formation in vitro. The goal of this study was to investigate the mechanisms involved in macrophage uptake of GV-LDL. Peritoneal macrophages from C57BL/6 mice (wild type (WT)), C57BL/6 mice deficient in LDL receptor (LDLR ؊/؊ ), or SR-A and CD36 (DKO) were treated with control LDL, GV-LDL, oxidized LDL (ox-LDL) or LDL aggregated by vortexing (vx-LDL). As expected, ox-LDL induced significantly more cholesterol ester accumulation in WT and LDLR ؊/؊ compared with DKO macrophages. In contrast, there was no difference in the accumulation of GV-LDL or vx-LDL in the three cell types. 125 I-ox-LDL exhibited high affinity, saturable binding to WT cells that was significantly reduced in DKO cells. Vx-LDL and GV-LDL showed low affinity, non-saturable binding that was similar for both cell types, and significantly higher compared with control LDL. GV-LDL degradation in WT and DKO cells was similar. Analyses by confocal microscopy indicated a distinct intracellular distribution of Alexa-568-labeled GV-LDL and Alexa-488-labeled ox-LDL. Uptake of GV-LDL (but not ox-LDL or vx-LDL) was significantly reduced in cells preincubated with heparin or NaClO 3 , suggesting a role for proteoglycans in GV-LDL uptake. Our data point to a physiological modification of LDL that has the potential to promote macrophage foam cell formation independent of scavenger receptors.A critical event in early atherogenesis is the formation of lipid-laden macrophages ("foam cells") (1-4). According to the "response-to-retention" hypothesis (5), conditions leading to enhanced LDL 2 entrapment in the subendothelium trigger this process. Once retained in the vessel wall, LDL undergoes various modifications in both protein and phospholipid (PL) moieties that promote retention and lead to enhanced macrophage uptake. Several types of modifications of LDL, such as oxidation (6 -8), depletion of sphingomyelin by secretory sphingomyelinase (9), hydrolysis of glycero-PLs by sPLA 2 enzymes (10 -12), and aggregation (13-18) have been implicated in lipid accumulation in the vessel wall.The sPLA 2 family comprises a group of enzymes that hydrolyze the acyl-ester bond at the 2 position (sn-2) of glycero-PLs. Of the 10 sPLA 2 isozymes that have been described in mammals, three members (Group IIA, Group V, and Group X) have been detected in human and/or mouse atherosclerotic lesions (10,11,19). Accumulating evidence indicates that sPLA 2 hydrolysis of LDL-PL results in structural alterations of the particles that promote lipid accumulation in the vessel wall and enhances macrophage uptake. Hydrolysis of LDL by sPLA 2 in vitro results in an increased affinity for proteoglycans, which would be expected to incre...