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After administration of [4-14C]cholesterol to rats, blood was obtained and incubated for 6 hr or less. Incubation resulted in a net loss of erythrocyte cholesterol and, simultaneously, in an increase of esterified cholesterol in plasma and a-lipoproteins. Erythrocyte labile cholesterol was shown to be the sole precursor of esterified cholesterol. However, the relation between loss and esterification was not absolute. Loss of erythrocyte cholesterol could be inhibited without affecting esterification and vice versa. A catenary turnover model is proposed, which links in vivo erythrocyte labile cholesterol and plasma esterified cholesterol. Free cholesterol also exchanged between erythrocytes and lipoproteins. The topological model, as tested by analog computer, appears to be a bicompartmental system governed by nonconstant exchange fluxes. They are exponential functions of time and vary from 0.065 to 0.020 mg/hr/g of blood. The fitting of the curves obtained by analog computer analysis to the experimental curves requires esterification as described above. Variation of the exchange fluxes would be the consequence of lipoprotein structural alterations. If this is true, the initial value of the measured flux in vitro is identical with the in vivo value, and the turnover time of erythrocyte cholesterol is 9.2 hr. Initial exchange flux is not dependent on plasma cholesterol level or on the age of the rats, but it is temperature dependent. Addition of amphotericin B to the plasma does not modify exchange fluxes, but erythrocyte cholesterol loss is increased.