Very low density lipoproteins (VLDLs) from apolipoprotein (apo) E2/E2 subjects with type III hyperlipoproteinemia, VLDL remnants, and VLDL from apoE-knockout (EKO) mice are taken up poorly by macrophages. The present study examined whether VLDL modification by the reactive aldehyde p-hydroxyphenylacetaldehyde (pHA) enhances cholesteryl ester (CE) accumulation by J774A.1 macrophages. pHA is the major product derived from the oxidation of L-tyrosine by myeloperoxidase and is a component of human atherosclerotic lesions. Incubation of J774A.1 cells with native type III VLDL, their remnants, and EKO-VLDL increased cellular CE by only 3-, 5-, and 5-fold, respectively, compared with controls. In striking contrast, cells exposed to VLDL modified by purified pHA (pHA-VLDL) exhibited marked increases in cellular CE of 38-, 47-, and 35-fold, respectively (P</=0.0001). Addition of the lipoprotein lipase inhibitor tetrahydrolipstatin decreased cellular CE accumulation induced by the 3 pHA-modified VLDL preparations by 73%, 59%, and 73%, respectively. Addition of the acyl coenzyme A:cholesterol acyltransferase inhibitor DuP 128 to cells incubated with the pHA-modified lipoproteins decreased cellular CE by 100%, 82%, and 95%, respectively, but had no effect on cellular triglycerides. To examine whether the type A scavenger receptors (SR-As) mediated the uptake of pHA-VLDL, incubations were performed in the presence of polyinosine (poly I), a polynucleotide known to block binding to SR-As (types I and II), or in cells preincubated with interferon-gamma (IFN-gamma), a cytokine known to decrease expression of SR-A type I. Coincubation of pHA-VLDL with poly I reduced cellular CE by only 38%, 44%, and 49%, respectively, whereas coincubation with IFN-gamma reduced CE by only 18%, 27%, and 65%, respectively. In marked contrast to pHA-VLDL, both poly I and IFN-gamma inhibited, by>95%, CE accumulation induced by copper-oxidized VLDL. These results demonstrate a novel mechanism for the conversion of type III VLDLs, their remnants, and EKO-VLDL into atherogenic particles and suggest that macrophage uptake of pHA-VLDL (1) requires catalytically active lipoprotein lipase, (2) involves acyl coenzyme A:cholesterol acyltransferase-mediated cholesterol esterification, and (3) involves pathways distinct from the SR-A.