The advanced atherosclerotic lesion is characterized by the formation of microscopic cholesterol crystals that contribute to mechanisms of inflammation and apoptotic cell death. These crystals develop from membrane cholesterol domains, a process that is accelerated under conditions of hyperlipidemia and oxidative stress. In this study, the comparative effects of hydroxymethylglutaryl-CoA (HMG-CoA) reductase inhibitors (statins) on oxidative stress-induced cholesterol domain formation were tested in model membranes containing physiologic levels of cholesterol using small angle x-ray diffraction approaches. In the absence of HMG-CoA reductase, only the atorvastatin active o-hydroxy metabolite (ATM) blocked membrane cholesterol domain formation as a function of oxidative stress. This effect of ATM is attributed to electron donation and proton stabilization mechanisms associated with its phenoxy group located in the membrane hydrocarbon core. ATM inhibited lipid peroxidation in human low density lipoprotein and phospholipid vesicles in a dose-dependent manner, unlike its parent and other statins (pravastatin, rosuvastatin, simvastatin). These findings indicate an atheroprotective effect of ATM on membrane lipid organization through a potent antioxidant mechanism.The unstable atherosclerotic lesion is characterized by extracellular lipid deposits consisting of cholesterol (both free and esterified), phospholipids, and lesser amounts of triacylglycerol (1). Free cholesterol is associated with phospholipid membranes and insoluble, extracellular crystals in the lipid core of the plaque. Membrane-associated cholesterol crystals have been characterized in cell culture systems and tissue explants from animal models of atherosclerosis using electron microscopy and x-ray diffraction approaches (2, 3). Microscopic cholesterol crystalline structures have also been observed in macrophage foam cells following treatment with LDL 2 or by inhibition of acyl-coenzyme A:cholesterol acyltransferase (4 -6). These crystalline structures contribute to mechanisms of cell death and inflammation (3-5). Although non-crystalline membrane cholesterol can readily exchange from the plaque with plasma lipoprotein particles, cholesterol in the crystalline state is insoluble and does not respond to pharmacologic intervention or reverse cholesterol transport mechanisms (1).We have recently reported that oxidative stress, a pathologic process associated with cardiovascular risk factors (e.g. hypertension, diabetes, hypercholesterolemia) (7), contributes directly to the formation of cholesterol crystalline microdomains in membranes (8). Domain formation as a function of lipid peroxidation was observed in lipid vesicles containing physiologic levels of cholesterol using small angle x-ray diffraction approaches (2, 9). These observations have led to our current hypothesis that the active o-hydroxy metabolite of atorvastatin (ATM) may interfere with cholesterol domain formation without altering membrane cholesterol content. ATM was selected as it has pot...