We have previously shown in rats that the cholesteryl ester component of high density lipoproteins (HDL) is taken up at a greater fractional rate than is the apolipoprotein A-I component (selective uptake) by liver and steroidogenic tissues. Selective uptake was also exhibited by cultured cells from these organs as well as by a wider range of cells in vitro (e.g., rat and human fibroblasts). We report here regulation of this pathway according to the cholesterol status of cells. Uptake of HDL cholesteryl esters by rat fibroblasts was decreased by prior loading of the cells with cholesterol, even while uptake of HDL-associated apoA-I actually increased. At high levels of cholesterol, the two were taken up about in parallel, i.e., selective uptake was suppressed. A similar regulation of selective uptake in primary rat hepatocytes in culture was not observed. To examine regulation of selective uptake in vivo, hypocholesterolemia was induced in rats using either 4-aminopyrazolo[3,4-d]pyrimidine or 17 alpha-ethinyl estradiol. Rat HDL, doubly labeled in both the apoprotein A-I and cholesteryl ester moieties with intracellularly trapped tracers, were injected into untreated and treated rats. The plasma decay kinetics and the tissue sites of uptake were then determined. Hypocholesterolemia increased the plasma fractional catabolic rates of both tracers. Selective uptake was observed in tissues of treated rats that did not exhibit selective uptake in untreated rats (muscle, adipose tissue, and skin). Similarly, hypocholesterolemia increased the contribution of selective uptake to total HDL cholesteryl ester uptake by adrenal and ovary. In contrast, regulation of selective uptake by liver could not be demonstrated under these conditions. Thus, selective uptake of HDL cholesteryl esters can be regulated in extrahepatic tissues of rats in vivo and in vitro, suggesting a role for selective uptake in the maintenance of cholesterol homeostasis in these tissues.