Prenodal peripheral lymph was used as a model of interstitial fluid to obtain information on the composition of lipoproteins and apolipoproteins which are in direct contact with peripheral cells. Lipoproteins resembling plasma lipoproteins in size and electrophoretic mobility were present in the prenodal peripheral lymph of control as well as cholesterol-fed dogs. Most of the lipoproteins in control dogs were high density lipoproteins, both in the plasma and in the lymph. Cholesterol feeding resulted in an increased concentration of lipoprotein particles with decreased electrophoretic mobility (β-VLDL) and, in plasma, HDLc) and decreased concentration of HDL, both in plasma and in lymph. Size distribution of lipoproteins was also markedly altered by cholesterol feeding; most of the lipoproteins were present as IDL and VLDL both in plasma and in lymph. Judged by agarose gel chromatography, the size of the lymph HDL as consistently larger than plasma HDL in both groups of dogs. Furthermore, it appears that cholesterol feeding increased the size of an HDL subfraction, partially resolved by agarose chromatography, both in lymph and plasma. All apolipoproteins present in plasma were also present in lymph. Cholesterol feeding resulted in 3-10-fold increases in plasma apo B, E, and A-IV while apo A-I was drastically decreased. These changes were reflected in lymph to.