We have previously shown that a lipoprotein fraction consisting of large cholesteryl ester-rich particles can be isolated from homogenates of human aortic plaques by gel exclusion chromatography. This fraction was recognized by a high-affinity binding site on mouse peritoneal macrophages (MPM) resulting in unregulated uptake, stimulation of cholesterol esterification, and massive accumulation of cholesteryl esters. In this report we have further characterized such a fraction, designated lipid-protein complex (LP), which can be isolated from the void volume fraction of a Bio-Gel A-150m column following chromatography of plaque extracts. LP possessed a mean cholesterol-to-protein ratio of 2.3; it was heterogeneous in size and structure as observed by electron microscopy after negative staining, and it stimulated cholesterol esterification in MPM in a linear fashion over a 48-hr time interval, suggesting that the binding site on MPM recognizing LP was not down-regulated by intracellular cholesterol content. This uptake resulted in the presence of oil red O-positive intracellular droplets and numerous vacuoles containing electron-dense structures, whereas MPM incubated without lipoprotein showed few vacuoles or lipid droplets. Using SDS-PAGE and immunoblot and dot-blot techniques, we found that the major proteins associated with LP were albumin and fibronectin, whereas apoB and apoE were present in lower amounts. These proteins may be responsible for opsonization of LP, making it recognizable to receptors on MPM and facilitating LP uptake by MPM. LP isolated from tissue extracts without homogenization had the same structural and functional characteristics, suggesting that homogenization per se was not responsible for creating a particle that was recognized by MPM. However, homogenization yielded two to three times more LP. MPM uptake of LP derived from lysed foam cells may represent one of the mechanisms by which fatty streak lesions may grow to larger atherosclerotic lesions.