Hypercholesterolemia is an important paraneoplastic syndrome in patients with hepatoma, but the nature of this defect has not yet been identified. We investigated the molecular mechanisms of hypercholesterolemia in a hepatoma-bearing rat model. Buffalo rats were implanted in both flanks with Morris hepatoma 7777 (McA-RH7777) cells. After 4 weeks, tumor weight was 5.5 ؎ 1.7 g, and serum cholesterol level increased from 60 ؎ 2 to 90 ؎ 2 mg/dL. Protein and mRNA expression of the ATP-binding cassette transporters A1 and G1 (ABCA1 and ABCG1) was markedly higher in tumors than in livers. These increases were associated with activation of liver X receptor ␣ (LXR␣) as a result of the increased tissue oxysterol concentrations. The accumulation of oxysterols in the hepatomas appeared to be caused mainly by the upregulation of cholesterol biosynthesis, despite the increased tissue sterol concentrations. Overexpression of the sterol regulatory element-binding protein (SREBP) processing system relative to sterol concentration contributed to the resistance to sterols in this tumor. In addition, bile acid biosynthesis was inhibited despite the reduced expression of the small heterodimer partner (SHP) and activated LXR␣, which also appeared to contribute to the accumulation of oxysterols followed by the acceleration of cholesterol efflux. In conclusion, hypercholesterolemia in McA-RH7777 hepatoma-bearing rats was caused by increased cholesterol efflux from tumors as a result of activation of LXR␣. Overexpression of the SREBP processing system contributed to the activation of LXR␣ by maintaining high oxysterol levels in tissue. (HEPATOLOGY 2006;44:602-611.) H ypercholesterolemia is one of the well-known paraneoplastic manifestations that may occur in patients with hepatomas. 1,2 It presents in 10%-25% of patients with hepatomas 2,3 and is an unfavorable prognostic factor for these patients. 4 Hypercholesterolemia associated with hepatoma has also been reported in rats implanted with some types of Morris hepatomas. 5-7 Although the exact mechanism remains to be identified, hypercholesterolemia in rats has been reported to be a result of the increased release of cholesterol from the tumor into the blood. 6,8 Many years ago, Siperstein et al. reported that cholesterol feedback control, which is characteristic of normal liver function, was consistently lost in all hepatomas regardless of animal species, degree of tumor differentiation, or method of induction of the hepatoma. 9 However, further studies demonstrated that dietary cholesterol slightly but significantly inhibited the activity of HMGCoA reductase, the rate-limiting enzyme in the cholesterol biosynthetic pathway, in rat hepatomas. 10 In addition, the injection of mevalonolactone, a precursor of cholesterol, into rats bearing hepatomas suppressed cholesterol biosynthesis in the tumors. 11 Therefore, defective cholesterol feedback regulation in hepatomas was considered to result from the secondary effects of altered cholesterol metabolism rather than from an inherent defe...