The effect of low concentrations of probucol and cholesterol on the association of dimyristoylphosphatidylcholine with human plasma apolipoprotein C-III was studied. Liposomes of dimyristoylphosphatidylcholine with or without probucol or cholesterol were prepared by swelling the lipids in buffer at 37 degrees C. The association of apolipoprotein C-III with the liposomes was determined at 24 degrees C by measuring the rate of clearing of turbidity at 400 nm following addition of protein. At a weight ratio of probucol/dimyristoylphosphatidylcholine of 1:25 (5 mol% probucol), the rate of clearing of liposomes was decreased by 60%; 5 mol% cholesterol had no effect on the clearing rate. Liposomes were then added to the preformed apolipoprotein C-III/lipid micelles. In the absence of probucol, the added liposomes cleared rapidly regardless of the presence or absence of cholesterol. With 5 mol% probucol, almost no decrease in absorbance was noted on addition of liposomes to the micelles. These data show that probucol reduces the rate of association of an apolipoprotein with lipid and suggests that the interaction of probucol with lipid may modify the assembly and/or metabolism of lipoproteins.