Plasma triglyceride-rich lipoproteins vary in lipid composition during their metabolism, We investigated the effects of the lipid composition of emulsion particles, specifically those of cholesterol enrichment and core replacement (replacing core triglyceride with cholesteryl oleate), on the physical states of surface and core lipids, Steady-state and time-resolved fluorescence anisotropies were measured in lipid emulsions using 1,6-diphenylhexatriene to probe the core and 1,6-diphenylhexatriene analogues for the outer and inner hydrophobic portions of surface phospholipids. In the absence of cholesterol, core replacement had little effect on the surface rigidity, despite the large difference in core mobility, However, core replacement caused a marked increase in surface rigidity in the presence of cholesterol. Quenching experiments using the fluorescent cholesterol analogue, dehydroergosterol, indicated that core replacement allowed surface dehydroergosterol to redistribute from the inner to the outer regions in the emulsion surface, These results indicated that core replacement modulates the surface properties of the emulsion particles through the redistribution of cholesterol in the surface layers, Furthermore, core replacement significantly decreased the binding of apolipoprotein E to the emulsion surface, whereas the binding of apolipoprotein CII responded to the cholesterol enrichment. This binding behavior of exchangeable apolipoproteins may closely correlate with the location of surface cholesterol and the mobility of core lipids.