Cholesteryl ester transfer protein (CETP) activity is regulated, in part, by lipoprotein composition. We previously demonstrated that CETP activity follows saturation kinetics as cholesteryl ester (CE) levels in the phospholipid surface of donor particles are increased. We propose here that the plateau of CETP activity occurs because the surface concentration of CE in the acceptor becomes rate limiting. This hypothesis was tested in CETP assays between synthetic liposomes whose CE content was varied independently. As donor CE increased, CETP activity followed saturable kinetics, but the slope of the first-order portion of the curve and the maximum achievable CE transfer rate were linearly related to the acceptor's surface CE concentration. Two mechanisms have been proposed for the CETPmediated transfer of lipids. The carrier model suggests that CETP binds to the lipoprotein surface, where it picks up CE or TG and diffuses through the aqueous media to dock on an acceptor lipoprotein, where it releases its bound lipids (15). Alternatively, the ternary complex model (16) suggests that CETP transfer occurs within a temporary complex between itself and two lipoproteins. It has been argued that both mechanisms may occur physiologically depending on the levels of other factors, such as free fatty acids (17). However, several detailed kinetic studies (18)(19)(20), the demonstration that CETP has a specific binding site for CE and/or TG (21), that purified CETP contains neutral lipid bound to this site (21,22), and that lipids bound to this site can be subsequently transferred to a lipoprotein (20,22) strongly implicate the carrier model as the dominant mechanism of transfer. Regardless of the functional mechanism, it is apparent that the initial obligatory step for transfer is the binding of CETP to a lipoprotein (21, 23-26) through interaction with its surface phospholipids (PLs) (18,23,24,26).Most data suggest that the transfer of CE and TG between lipoproteins is a coupled process; i.e., CETP mediates the exchange of lipids between lipoproteins rather than unidirectional flux. This is supported by some longterm mass studies where CE loss and TG gain among lipoprotein fractions are nearly equimolar (1,(27)(28)(29), and by detailed radioisotope transfer studies (30), although this coupling has not always been observed (31-33). MoreAbbreviations: CE, cholesteryl ester; CETP, cholesteryl ester transfer protein; FC, free cholesterol; PC, phosphatidylcholine; PL, phospholipid; TG, triglyceride.