Recent data indicate that sterol carrier protein-2 (SCP-2) functions in the rapid movement of newly synthesized cholesterol to the plasma membrane (Puglielli, L., Rigotti, A., Greco, A. V., Santos, M. J., and Nervi, F. (1995) J. Biol. Chem. 270, 18723-18726). In order to further characterize the cellular function of SCP-2, we transfected McA-RH7777 rat hepatoma cells with a pre-SCP-2 cDNA expression construct. In stable transfectants, pre-SCP-2 processing resulted in an 8-fold increase in peroxisomal levels of SCP-2. SCP-2 overexpression increased the rates of newly synthesized cholesterol transfer to the plasma membrane and plasma membrane cholesterol internalization by 4-fold. There was no effect of SCP-2 overexpression on the microsomal levels of acyl-CoA:cholesterol acyltransferase and neutral cholesterol ester (CE) hydrolase; however, in the intact cell, CE synthesis and mass were reduced by 50%. SCP-2 overexpression also reduced high density lipoprotein-cholesterol secretion and apoA-I gene expression by 70% and doubled the rate of plasma membrane desmosterol conversion to cholesterol. We conclude that SCP-2 overexpression enhances the rate of cholesterol cycling, which reduces the availability of cholesterol for CE synthesis and alters the activity of a cellular cholesterol pool involved in regulating apoA-Imediated high density lipoprotein cholesterol secretion. The net result of these changes in cholesterol metabolism is a 46% increase in plasma membrane cholesterol content, the implications of which are discussed. Cellular free cholesterol is predominantly located in the plasma membrane (reviewed in Ref. 1). Cellular cholesterol content, however, is determined by the concerted action of intracellular enzymes and regulatory proteins as follows: ACAT 1 which catalyzes the synthesis of CE, sterol regulatory element binding proteins, which regulate the transcription of a number of genes involved in cholesterol metabolism (2, 3), and various cell type-specific metabolic reactions, e.g. lipoprotein secretion, steroidogenesis, and bile acid synthesis. Since cholesterol is highly insoluble in an aqueous environment, it has been postulated that sterol carrier protein-2 (SCP-2) regulates the movement and thus the availability of cholesterol for different cellular processes (4 -6). The evidence supporting this contention was initially derived in large part from studies demonstrating that the addition of purified SCP-2 stimulated the in vitro conversion of sterol intermediates to cholesterol (7) and cholesterol to 7␣-hydroxycholesterol (8) steroid hormones (9 -13) and cholesterol ester (14). More recent studies indicate that SCP-2 gene expression is regulated by changes in cellular cholesterol content (15-17); however, in these studies, a direct role in cholesterol trafficking and esterification was not demonstrated. The strongest support for a role in cellular cholesterol metabolism comes from studies on the role of SCP-2 in steroidogenesis. SCP-2 gene expression is coordinately regulated with steroid hormone syn...