plex organ with a major role in regulation of organismal metabolism ( 3,4 ). Different from many cell types, adipocytes have adapted to store large amounts of lipid and experience substantial lipid fl ux as part of their differentiated function. This cell type expresses two proteins, caveolin-1 (cav-1) and apolipoprotein (apo)E, at high levels that are likely important for this specialization. Cav-1 is a sterolbinding integral membrane protein that is highly expressed in adipocytes and that specifi es the organization of the adipocyte plasma membrane into ultra-structurally distinct lipid-rich domains termed caveolae ( 5-8 ). It is been estimated that up to 30% of adipocyte plasma membrane is found in caveolae. These structures serve an endocytic function and may be important for insulin signal transduction and Glut-4 translocation ( 5-12 ). A subset of caveolae in adipocytes has been shown to synthesize triglyceride (TG) and to form lipid droplets, and caveolae are an important site of fatty acid internalization by adipocytes ( 6, 13 ). Cav-1 knockout mice have decreased adipose tissue mass, small lipid-poor adipocytes, and are resistant to diet-induced obesity ( 10 ). At the same time, they have increased circulating lipids. These in vivo observations are consistent with an inability to accumulate adipose tissue lipid in cav-1 knockout mice.ApoE is a phospholipid binding protein that is well characterized as a secreted protein from hepatocytes and macrophages and that has an important role in systemic lipoprotein metabolism and vessel wall homeostasis. Its high-level expression by adipocytes was demonstrated two decades ago ( 14 ). More recently, additional information regarding these issues has become available. Nutritional status, peptide hormones, liver X receptor agonists, and peroxisome proliferator-activated receptor g agonists regulate Abstract Apolipoprotein (apo)E is well established as a secreted protein that plays an important role in systemic lipoprotein metabolism and vascular wall homeostasis. Recently, endogenous expression of apoE in adipocytes has been shown to play an important role in adipocyte lipoprotein metabolism and gene expression consistent with a nonsecreted cellular itinerary for apoE. We designed studies to evaluate if adipocyte apoE was retained as a constituent protein in adipocytes and to identify a cellular retention compartment. Using confocal microscopy, coimmunoprecipitation, and sucrose density cellular fractionation, we establish that endogenous apoE shares a cellular itinerary with the constituent protein caveolin-1. Altering adipocyte caveolar number by modulating cellular cholesterol fl ux or altering caveolin expression regulates the distribution of cellular apoE between cytoplasmic and plasma membrane compartments. A mechanism for colocalization of apoE with caveolin was established by demonstrating a noncovalent interaction between an aromatic amino acid-enriched apoE N-terminal domain with the caveolin scaffolding domain. Absent apoE expression in adipocytes alters ...