The uptake and processing of high-density lipoprotein (HDL) unesterified and esterified cholesterol were compared in vivo in the rat. HDL labelled with 3H in either unesterified cholesterol or cholesteryl ester was administered intravenously, and the clearance of radioactivity from the blood, its distribution in plasma lipoprotein density fractions, uptake by tissues, and appearance in bile were studied at intervals up to 180 min. 3H in HDL unesterified cholesterol was cleared more rapidly from the blood than that in HDL cholesteryl ester, and this difference was mainly due to rapid sequestration of [3H]unesterified cholesterol by the liver, with 58.2% of the administered dose found in this tissue after 10 min, compared to 6.8% of the [3H]cholesteryl ester dose. Non-hepatic tissues took up only a small proportion of the administered label from both HDL unesterified and esterified cholesterol, but on a per gram wet weight basis, the specific uptake of HDL cholesteryl ester in the adrenal glands and the spleen was higher than in the liver, particularly in the first 60 min. The distribution of radioactivity in the plasma lipoprotein density fractions remained constant between 10 and 180 min when [3H]unesterified cholesterol was used, but the proportion of plasma radioactivity from HDL labelled in esterified cholesterol in the very-low-density lipoprotein (VLDL) fraction increased from 0% to 26%, while in HDL there was a shift in the distribution of radioactivity from the most (d 1.125-1.250 g/ml) to the least (d 1.050-1.085 g/ml) dense sub-fractions. A greater percentage of the administered label from HDL unesterified cholesterol (8.8%) than from HDL cholesteryl ester (3.3%) was secreted into bile during 180 min, but the proportions secreted in bile acids and unesterified cholesterol were similar with both labels. These findings indicate that there are significant differences in the uptake and processing of HDL unesterified as compared to esterified cholesterol in the rat in vivo.