Free cholesterol (FC) has been reported to efflux from cells through caveolae, which are 50-100 nm plasma membrane pits. The 22 kDa protein caveolin-1 is concentrated in caveolae and is required for their formation. The HDL scavenger receptor BI (SR-BI), which stimulates both FC efflux and selective uptake of HDL-derived cholesteryl ester (CE), has been reported to be concentrated in caveolae, suggesting that this localization facilitates flux of FC and CE across the membrane. However, we found that overexpression of caveolin-1 in Fischer rat thyroid ( Maintaining proper free cholesterol (FC) homeostasis is crucial for cell viability and for preventing atherosclerosis in humans. To this end, FC synthesis and metabolism of dietary FC are tightly regulated in cells (1). FC homeostasis is maintained at the organismal level by reverse cholesterol transport (RCT), which is transport of cholesterol from peripheral tissues to the liver for excretion into the bile and to steroidogenic cells for synthesis of steroid hormones (2).RCT is mediated by HDL, which removes FC from peripheral cells and also delivers cholesteryl ester (CE) to the liver and steroidogenic cells (3). These cells can take up HDL CE in either of two ways (4). The first, the nonselective pathway, occurs through endocytosis of HDL particles and delivery to lysosomes via the classical endocytic pathway. Endocytosis of HDL is inefficient, and is a relatively minor pathway. Instead, most HDL CE uptake occurs by selective uptake without concomitant uptake of HDL protein. Although the mechanism of selective uptake is just starting to be elucidated (5, 6), it is known to be strongly enhanced by the scavenger receptor BI (SR-BI), which binds HDL (2,7,8). As expected, SR-BI is expressed at high levels in the liver and steroidogenic cells. Transgenic hepatic overexpression of SR-BI markedly reduces plasma HDL levels in mice (9). SR-BI overexpression can limit atherosclerosis and cardiovascular pathophysiology in mice (10, 11), demonstrating the physiological importance of RCT.In addition to its role in selective uptake of HDL CE, SR-BI stimulates the bidirectional flux of FC between cells and lipoproteins (3,5,(12)(13)(14). This activity may be responsible for the rapid hepatic clearance of FC from plasma HDL and its resultant secretion into bile (15). In addition, it suggests that SR-BI expression in peripheral tissues may facilitate uptake of FC by nascent HDL particles. Supporting this idea, the rates of FC efflux from a panel of cultured cell types correlated well with SR-BI expression levels (12).