Mattson et al. (9) demonstrated lysis of human red blood cells (RBC) exposed to amyloid peptide Abeta(25-35), a new experimental model for amyloid-beta toxicity. Lysis resulted from poreformation in the RBC membranes and was completely prevented by concurrent exposure to Congo red We demonstrate that human serum, purified ApoE from human plasma, and recombinant isoforms of ApoE neutralize the Abeta(25-35) cytotoxicity: the E2 and E4 isoforms were marginally more effective than E3. Second, we demonstrate that Abeta(25-35) forms fibrils in the reaction mixtures using electron-microscopy. Together these results suggest that the RBC model might be useful in preliminary identification of natural and synthetic substances able to protect against amyloid-beta cytotoxic effects due to fibrillar Abeta(25-35). Such compounds would be candidate molecules for testing in neuronal systems.