Low levels of transgenic mouse apolipoprotein E (apoE) suppress atherosclerosis in apoE knockout (apoE ؊ / ؊ ) mice without normalizing plasma cholesterol. To test whether this is due to facilitation of cholesterol efflux from the vessel wall, we produced apoA-I ؊ / ؊ /apoE ؊ / ؊ mice with or without the transgene. Even without apoA-I and HDL, apoA-I ؊ / ؊ /apoE ؊ / ؊ mice had the same amount of aorta cholesteryl ester as apoE ؊ / ؊ mice. Low apoE in the apoA-I ؊ / ؊ / apoE ؊ / ؊ transgenic mice reduced aortic lesions by 70% versus their apoA-I ؊ / ؊ /apoE ؊ / ؊ siblings. To define the free cholesterol (FC) efflux capacity of lipoproteins from the various genotypes, sera were assayed on macrophages expressing ATP-binding cassette transporter A1 (ABCA1). Surprisingly, ABCA1 FC efflux was twice as high to sera from the apoA-I ؊ / ؊ /apoE ؊ / ؊ or apoE ؊ / ؊ mice compared with wildtype mice, and this activity correlated with serum apoA-IV. Immunodepletion of apoA-IV from apoA-I ؊ / ؊ /apoE ؊ / ؊ serum abolished ABCA1 FC efflux, indicating that apoAI-V serves as a potent acceptor for FC efflux via ABCA1. With increasing apoE expression, apoA-IV and FC acceptor capacity decreased, indicating a reciprocal relationship between plasma apoE and apoA-IV.Low plasma apoE (1-3 ؋ 10 ؊ 8 M) suppresses atherosclerosis by as yet undefined mechanisms, not dependent on the presence of apoA-I or HDL or an increased capacity of serum acceptors for FC efflux. The prevention of atherosclerosis by apolipoprotein E (apoE) is generally attributed to the removal of plasma lipoprotein remnant particles; however, previous studies by our group suggest that apoE may have a role in preventing atherosclerosis in addition to its role in remnant clearance. In transgenic apoE-knockout (apoE Ϫ / Ϫ ) mice making mouse apoE specifically in the adrenal gland, we unexpectedly found that atherosclerosis was reduced by 80-95% in two transgenic lines expressing insufficient amounts of apoE to correct their hypercholesterolemia. This protection persists over the life of these animals, up to almost 2 years, with no detectable differences from apoE Ϫ / Ϫ siblings in their total plasma cholesterol or remnant lipoproteins (2).Several groups have demonstrated that apoE expressed by macrophages in apoE Ϫ / Ϫ mice at levels too low to correct hypercholesterolemia significantly reduces atherosclerosis (3, 4). They suggest this protection is due to apoE production by macrophages in the arterial wall leading to increased efflux of cholesterol from arterial macrophages and thereby inhibiting foam cell development. The initial step in reverse cholesterol transport is hypothesized to be the release of free cholesterol (FC) and phospholipid from the plasma membrane of cells to acceptor particles such as HDL or lipid-poor apolipoproteins. Lipid-poor apoA-I stimulates release of cholesterol and phospholipid from macrophages via the ATP-binding cassette transporter A1 (ABCA1) (5, 6). ApoE is also an acceptor for FC and phospholipid released from macrophages by ABC...