Incubation of low density lipoprotein (LDL) with endothelial cells converts it to a form that is avidly degraded by macrophages via the acetyl LDL receptor. This modification has previously been shown to be accompanied by extensive breakdown of the major LDL protein (apoB-100) to smaller peptides. ApoB-100 is known to undergo partial degradation during isolation and purification which is commonly attributed to proteolytic enzymes derived from plasma or to contaminant bacteria. In the present studies addition of any of ten different inhibitors of proteolytic enzymes failed to inhibit the endothelial cell-induced degradation of LDL apoB-100 or its subsequent enhanced rate of degradation by macrophages (termed biological modification). Conversely, deliberate digestion of LDL with any of five well-characterized proteolytic enzymes degraded apoB-100 extensively but did not cause biological modification. The disappearance of intact apoB-100 during incubation with endothelial cells paralleled the formation of thiobarbituric acid (TBA)-reactive substances and the breakdown could be completely prevented by the addition of antioxidants or metal chelators. Finally, the incubation of LDL with a free radical-generating system (dihydroxyfumaric acid and Fe3+-ADP) in the absence of cells resulted in the breakdown of apoB-100. These results suggest that the breakdown of apoB-100 during oxidative modification of LDL, whether cell-induced or catalyzed by transition metals, is not mediated by proteolytic enzymes but rather is linked to oxidative attack on the polypeptide chain, either directly or secondary to peroxidation of closely associated LDL lipids.