This study has examined the effect of diet-induced hypercholesterolemia on guinea pig platelets, erythrocytes, megakaryocytes and plasma. The cholesterol/phospholipid ratios of plasma and erythrocytes began to increase after one day on the diet and increased steadily for two weeks and more slowly thereafter until 30 days. In contrast, the cholesterol/phospholipid ratio of platelets remained constant for 4-5 days, then increased until reaching a maximum of about 0.85 in two weeks. Thus, the time-course for increase of the cholesterol/phospholipid ratio is different for platelets than for erythrocytes and plasma. The increase in the cholesterol/phospholipid ratio of megakaryocytes was small and not dependent on the degree of increase in the plasma cholesterol/phospholipid ratio. The cholesterol esters of both platelets and megakaryocytes increased with time for two weeks. The increase in megakaryocyte cholesterol esters appeared to precede that of platelets. The protein content of platelets and megakaryocytes and average megakaryocyte size were increased. Normal platelets incubated in plasma from hypercholesterolemic guinea pigs did not accumulate excess cholesterol, but erythrocyte cholesterol increased 45% in 6 h under the same conditions. Cholesterol synthesis in megakaryocytes was depressed 50-80% by cholesterol feeding and by in vitro incubation of the cells in hypercholesterolemic plasma. The data suggest that the platelets and erythrocytes may accumulate excess cholesterol by different mechanisms. The effects of cholesterol feeding on megakaryocytes and the lag in accumulation of cholesterol in platelets relative to erythrocytes and plasma suggest that a defect in the megakaryocyte may be a primary determinant of accumulation of cholesterol in platelets.