A major characteristic of advanced atherosclerotic lesions is the necrotic, or lipid, core, which likely plays an important role in the clinical progression of these lesions. Recent data suggest that the necrotic core forms primarily as a consequence of macrophage foam cell necrosis. Lesional macrophages initially accumulate mostly cholesteryl esters, but macrophages in advanced lesions contain large amounts of unesterified, or free, cholesterol (FC). Although there are many theories as to why macrophage foam cells die in advanced lesions, the fact that a high FC:phospholipid (PL) ratio in cellular membranes can be toxic to cells suggests that FC-induced cytotoxicity may contribute to foam cell necrosis. The mechanism of FC cytotoxicity can be explained by disturbances in membrane protein function as a result of ''stiffening'' of the bilayer and by formation of intracellular FC crystals that can cause physical damage to cellular organelles. Macrophages appear to respond to FC loading by a fascinating adaptive response, namely the induction of PL biosynthesis, which initially keeps the cellular FC:PL ratio below toxic levels. Studies with cultured macrophages have demonstrated that a failure of this adaptive response leads to FC-induced foam cell cytotoxicity and necrosis, and thus a similar series of events in advanced atherosclerotic lesions could provide an explanation for the development of the necrotic core. (C) 1997, Elsevier Science Inc.