It is believed that HDL protects against atherosclerosis by removing excess cholesteryl esters from cells of the artery wall. Previous studies have suggested that HDL depletes cells of cholesteryl esters both by stimulating cholesterol efflux from the plasma membrane and by activating transport processes that divert cholesterol from the cholesteryl ester cycle, but it is unknown if these are independent processes. We previously found that HDL oxidized by tyrosyl radical has a markedly enhanced ability to promote the removal of cholesterol from cultured cells [Francis, G. A., et al. (1993) Proc. Natl. Acad. Sci. U.S.A. 90, 6631-6635]. Here we show that incubation of cholesterol-loaded human fibroblasts with low concentrations of tyrosylated HDL depleted cells of cholesteryl esters and increased cellular free cholesterol without increasing efflux of cholesterol into the medium as compared to incubation with untreated HDL. Cells preincubated with tyrosylated HDL and then exposed to a variety of cholesterol acceptors exhibited significantly higher rates of free cholesterol efflux than did cells preincubated with HDL. This effect was observed in the presence or absence of an inhibitor of acyl CoA:cholesterol acyltransferase (ACAT) and was independent of cholesteryl ester hydrolysis, suggesting that alterations in cholesteryl ester cycle enzymes were not responsible for the loss of cholesteryl esters. In contrast to the reduction of cholesteryl esters, the rates of cholesterol and phospholipid efflux from the plasma membranes of cells exposed to tyrosylated HDL and HDL were identical. These results suggest for the first time that a mechanism exists to deplete cellular cholesteryl esters and the cholesterol substrate pool for esterification by ACAT prior to the removal of cholesterol from the plasma membrane. Identification of products in tyrosylated HDL responsible for this redistribution of cellular cholesterol may provide important insights into mechanisms of intracellular cholesterol trafficking and the ability of modified forms of HDL to protect the artery against wall pathological cholesterol accumulation.