Morphological changes associated with mobilization of lipid were studied in epididymal adipose tissue from fasted and from alloxan diabetic rats. In both groups of animals a decrease in lipid content was accompanied by the formation of complex frond-like cytoplasmic processes and of loops and folds of basement membrane which extended from cell surfaces. These changes, evident after 1 day of fasting, increased in magnitude with increasing weight loss. As the lipid content of the cell decreased further, lipid-cytoplasmic interfaces became irregular and convoluted. Cytoplasmic microvesicles were prominent and appeared to be greatly increased in number. Rosette-like structures composed of microvesicles were observed in both lipid-depleted fat cells and endothelium. The interpretation of these changes and their physiological significance are discussed in terms of the physical and chemical properties of lipids and lipid metabolism. It is postulated that microvesicles may represent the mechanism of transport of free fatty acids in fat cells and in endothelium. Hypotheses are proposed and illustrated schematically for the mode of formation of microvesicular rosettes, for the mobilization and uptake of lipids by fat cells, and for the transport of lipids through endothelium.

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