The human hepatoma cell line, Hep G2, has been used to compare the metabolism by isolated liver cells of purified isoforms of human apolipoprotein E (apo E). Complexes of [ 125I]apo E-3 3 , 2 2 , 3 2 and 4 3 with dimyristoyl phosphatidylcholine (DMPC) were prepared by a detergent-dialysis method: discoidal, bilayer complexes with a stoichiometry of 125 ± 15 mol DMPC/mol apo E resulted. The predominant phenotype apo E-3 3 , and the phenotype apo E-2 2 characteristic of patients with Type III hyperlipoproteinemia, interact similarly with DMPC and adopt the same conformation with 60–70% α-helix, as monitored by circular dichroism spectroscopy. The uptake and degradation at 37°C, and binding at 4°C by Hep G2 cells, of [ 125I]apo E-3/3/DMPC and [ 125I]apo E-2/2/DMPC complexes were compared. Apo E-3 3 was degraded more rapidly than apo E-2 2 suggesting that the diminished catabolism of the latter phenotype by intact livers is due to lack of recognition by the hepatocytes. The observed degradation of apo E was 3–4 times greater than that which could be attributed to fluid phase endocytosis and low-affinity adsorptive endocytosis. The degradation of [ 125I]apo A–I by Hep G2 cells can be accounted for by the above endocytotic mechanisms. The distinction between apo E-3 3 and apo E-2 2 isoforms is attributed to the presence of a cell-surface receptor on Hep G2 cells which binds apo E-3 3 with a higher affinity than apo E-2 2 .