Changes in the concentration and composition of serum very low density lipoprotein (VLDL), low density lipoprotein (LDL) and high density lipoprotein (HDL) were studied in rabbits transferred from chow diet to cholesterol-free, semipurified diets containing casein or isolated soy protein. The fat and fibre content of these diets was similar to that of chow but a higher protein level was used to enhance the hypercholesterolemia. During the first week on the casein diet, there was a marked increased in LDL-cholesterol, protein and phospholipids, and these higher levels were maintained during the subsequent 3 weeks of the study. Similar but less marked changes were obtained with the soy protein diet. The components of VLDL showed relatively little change after introduction of the diets to the animals. In both VLDL and LDL, the proportion of cholesterol increased and that of triglycerides decreased after 1 week on the casein diet and a similar trend was seen in HDL. The concentration of HDL-cholesterol showed little change but triglycerides, protein and phospholipids all tended to decline on both casein and soy protein diets.