The incidence of hyperlipaemia in ponies is highest in mares in late gestation and then early in lactation. Plasma lipid and lipoprotein concentrations were measured to establish the metabolic basis for this and the lipoprotein composition of six healthy Shetland ponies was analysed before pregnancy, in the last six weeks of gestation and one month after foaling. In the pregnant ponies, the concentrations of cholesterol and triglyceride were significantly increased (both P < 0.05) because of increased concentrations of high density lipoproteins (HDL) and very low density lipoproteins (VLDL), respectively (both P < 0.05). The VLDL were significantly enriched in triglyceride and depleted of protein (P < 0.05 in each case), with the majority of cholesterol in the free rather than esterified form. These changes appeared to reflect increased hepatic triglyceride synthesis and VLDL secretion because the activities of lipoprotein lipase and hepatic lipase, the enzymes responsible for the catabolism of VLDL and their remnants, were unaltered. After foaling, the concentrations of triglyceride and VLDL decreased significantly (both P < 0.05) because of increased lipoprotein lipase activity consistent with the induction of the enzyme in mammary tissue to provide for milk fat synthesis. Plasma cholesterol and HDL concentrations remained high and non-esterified fatty acid concentrations were significantly increased (P < 0.05). The VLDL remained enriched in triglyceride but had normal cholesterol and protein compositions, although the mass of phospholipids was reduced. The changes in plasma VLDL concentration and composition found in the pregnant ponies mimicked those previously reported in ponies with hyperlipaemia and suggested a metabolic basis for the incidence of the disease in late gestation.