We studied the effect of fetal calf serum and serum proteins fractions on the interaction of phospholipid vesicles consisting of phosphatidylcholine, cholesterol and dicetylphosphate (molar ratio 7 : 2 : 1), with rat liver parenchymal cells in a primary monolayer culture. During incubation of such vesicles with fetal calf serum part of the labeled phosphatidylcholine is transferred to a lipoprotein particle similar to the one we identified previously as a derivative of high density lipoprotein (Scherphof, G., Roerdink, F.H., Waite, M. and Parks, J. (1978) Biochim. Biophys. Acta 542, 296--307). When the particle thus formed is incubated with the cells a transfer of the phospholipid label to the cells is observed. When vesicles are incubated with the cells in presence of serum such lipoprotein-mediated lipid transfer may conceivably contribute to the total lipid uptake observed. However, we found that the presence of fetal calf serum in the culture medium greatly diminished rather than increased the total transfer of liposomal lipid to the cells. Also bovine serum albumin and bovine beta-globulins reduced this transfer, although to a lesser extent than whole serum. alpha-Globulins, on the other hand, were as effective as complete serum in reducing the uptake of liposomal phospholipid. A gamma-globulin fraction failed to exhibit any effect on the uptake of [14C]phosphatidylcholine by the cells. All protein fractions which were able to inhibit cellular uptake of liposomal phospholipid were shown to bind to the phospholipid vesicles. Furthermore, lipid vesicles reincubated with fetal calf serum and then separated from it showed reduced transfer of labeled phosphatidylcholine ot parenchymal cells. These observation were taken to suggest that the diminished uptake of liposomal lipid may be caused by a modification of tm proteins. On the other hand, we cannot rule out that plasma membrane modifications are involved in the mechanism of inhibition as well.