This study addresses the regulation of the biosynthesis of oxysterol signal molecules. Side chain oxysterols such as 24-, 25-, and 27-hydroxycholesterol (HC) are derived from cholesterol in the endoplasmic reticulum (ER) and mitochondria and trigger downregulation of the abundance of cell cholesterol through diverse pathways ( 1-4 ). In particular, the association of oxysterols with nuclear liver X receptors (LXR) promotes the expression of ATP-binding cassette (ABC) transport proteins that transfer excess cholesterol out of cells such as macrophages ( 5 ). Furthermore, because the oxysterol derivatives are more water-soluble than cholesterol, they readily exit cells and are transported via circulating lipoproteins to the liver for conversion to bile acids and excretion ( 6, 7 ). In addition, side-chain oxysterols promote the interaction of Insig proteins with sterol regulatory element-binding protein (SREBP) cleavage-activating protein-SREBP complexes; this action sequesters SREBP in the ER and, as a result, reduces the expression of genes for cholesterol accretion ( 8 ). By activating Insig, side-chain oxysterols also stimulate the proteolysis of hydroxy-3-methylglutaryl CoA reductase (HMGR) through a ubiquitination-proteasomal pathway ( 9, 10 ).The mechanism by which oxysterol biosynthesis is set according to the level of cell cholesterol so as to execute these homeostatic functions is obscure. Indeed, despite the cogency of the oxysterol hypothesis, the physiological relevance of the underlying in vitro fi ndings has long been debated ( 1, 11 ). To carry out its postulated role in vivo, oxysterol production should represent the level of cellular Abstract Side chain oxysterols are cholesterol derivatives thought to signal the abundance of cell cholesterol to homeostatic effector proteins. Here, we investigated how plasma membrane (PM) cholesterol might regulate 27-hydroxycholesterol (HC) biosynthesis in cultured fi broblasts. We showed that PM cholesterol was a major substrate for 27-HC production. Biosynthesis commenced within minutes of loading depleted cells with cholesterol, concurrent with the rapid inactivation of hydroxy-3-methylglutaryl CoA reductase (HMGR). 27-HC production rose ~ 30-fold in normal and Niemann-Pick C1 fi broblasts when PM cholesterol was increased by ~ 60%. 27-HC production was also stimulated by 1-octanol, which displaces PM cholesterol from its phospholipid complexes and thereby increases its activity (escape tendency) and elevates its intracellular abundance. Conversely, lysophosphatidylserine and U18666A inhibited 27-HC biosynthesis and the inactivation of HMGR, presumably by reducing the activity of PM cholesterol and, therefore, its circulation to mitochondria. We conclude that, in this in vitro system, excess ( Press, April 28, 2009 DOI 10.1194 Regulation of fi broblast mitochondrial 27-hydroxycholesterol production by active plasma membrane cholesterol Abbreviations: ER, endoplasmic reticulum; HC, hydroxycholesterol; HMGR, hydroxy-3-methylglutaryl CoA reductase; HPCD, 2-†-...