Associations between changes with age in 'fat pattern' and lipoprotein cholesterols during adolescence were analyzed using serial data for 214 boys and girls between 11 and 18 years of age who were participants in the Fels Longitudinal Study. The logarithms of the ratios of the subscapular to lateral calf and the subscapular to triceps skinfold thicknesses increased with age in each sex, but the increases were greater in the boys. Plasma levels of HDL cholesterol decreased with age in the boys, but not in the girls. Within annual age-groups, neither plasma LDL cholesterol nor HDL cholesterol were correlated with percent body fat or either of the 'fat pattern' indices in each sex. In 51 children with serial data 5 years apart, changes with age in HDL cholesterol had significant negative correlations with changes in the 'fat pattern' indices that were independent of changes in percent body fat in the boys, but not in the girls. In the girls, changes in the indices were due to greater increases in the thickness of the subscapular skinfold than in the triceps and lateral calf skinfolds as percent body fat increased and were not associated with changes in levels of plasma lipoproteins. In the boys, changes in the 'fat pattern' indices were due to decreases in the thicknesses of the lateral calf and triceps skinfolds and increases in thickness of the subscapular skinfold as percent body fat decreased. These results suggest that a redistribution of adipose tissue occurs during adolescence in boys and is associated with decreases in HDL cholesterol.