Atherosclerosis is characterized by focal areas of lipid accumulation and intimal smooth muscle cell proliferation in large arteries. In vivo studies on rat aorta with Evans blue-albumin conjugate (EBA) have shown that there are preferential sites of increased permeability with an increased uptake of the conjugate. It has been shown that these blue areas are associated with a high endothelial cell turnover rate and an enhanced permeability to lipids. In a previous study, we demonstrated that 99% of endothelial cells in the mitotic (M) phase as identified by hematoxylin staining of the dividing nuclei exhibited EBA leakage and that these dividing cells accounted for 30% of all leakage sites. In the present study, experiments were performed on the thoracic aortas of 10 adult male Sprague-Dawley rats to determine the statistical frequency of isolated leaks to Lucifer yellow-low density lipoprotein conjugate (LY-LDL) at the level of individual cells and to assess the relationship of such leaks to the cell turnover processes. Leakage of LY-LDL around individual endothelial cells was visualized by fluorescence microscopy, and cells in mitosis on the same specimens were identified by hematoxylin staining. Although endothelial cell mitosis is infrequent (0.034%), 80% of dividing cells in the M phase were associated with LY-LDL leakage. These dividing cells accounted for 45% of all leakage spots. These findings lend support to our recent hypothesis that transiently open junctions surrounding the endothelial cells undergoing cell turnover provide pathways through which LDL enters the subendothelial space, resulting in lipid accumulation.