A B ST RA CT Human aortic smooth muscle cells accumulate only small amounts of cholesteryl esters in tissue culture, even when incubated for prolonged periods with high levels of plasma low density lipoprotein (LDL). This failure to overaccumulate LDL-cholesteryl esters is due to an LDL-mediated feedback suppression of the activity of the cell surface LDL receptor, a regulatory action that limits the rate at which the cells take up LDL. This regulatory system can be bypassed by incubating smooth muscle cells with LDL that has been given a strong positive charge by covalent linkage with N,N-dimethyl-1,3-propanediamine (DMPA-LDL). The unregulated uptake of DMPA-LDL produces a massive deposition of cholesteryl esters in the form of inclusions within the cell. These inclusions take up The above control mechanism can be overcome and an tinregtulated uiptake of LDL can be achieved in fibroblasts by inctubating the cells with LDL that has been rendered polycationic by the covalent attachment of N,N-dimethyl-1,3-propanediamine (DMPA) residtues to the lipoprotein (13). This positivelycharged DMPA-LDL binds to nonspecific negativelycharged sites on the cell sturface from which it is taken up by the fibroblasts through a process that does not involve the physiologic LDL receptor (13).2In the current sttudies, we have uitilized the information learned from the metabolism of DMPA-LDL in (14). Segments of N4. C.'s thoracic aorta were remoived during aortic valve replacement in October 1976. With the inf'ormed consent of NI. C.'s parents, these segments were used for tissue culture. The smooth muiscle cells were cultutred by the method of Ross (15) and uised between the 4th and 10th passage. By phase contrast microscopy the cells were observed to grow in multiple overlapping layers, and by electron microscopy they showed myofilaments and dense bodies that are characteristic of aortic smooth mtuscle cells in cuiltture (15).Stock ctultuires were maintained in a hutmidified inctubator (5% C02) at 37°C in 250-ml flasks containing 10 ml of growth medium consisting of Eagle's minimtum essential medium (Grand Island Biological Co., Grand Island, N.Y., catalogue no. F-11) supplemented with penicillin (100 U/ml); streptomycin (100 ,tg/ml); 20 mM Tricine-chloride, pH 7. Polarizing light microscopy. Monolayers were grown on glass coverslips that were subsequently mounted on glass slides. To enhance birefringence, the slides were first warmed to 40-45°C for 10 min, which cauised the initial birefringence to disappear, after which they were cooled to 10°C for 10 min, and examined immediately thereafter (4,22). The cells were photographed under polarizing optics with a Zeiss Photomicroscope III (Carl Zeiss, Inc. New York).