Lipoprotein extracts isolated from hyperlipemic rabbit serum were used to study the effects of abnormal lipid levels on the functions of the lysosomal system in Chinese hamster CH-23 fibroblasts. The ability of cells enriched with lipid to endocystose [3H]inulin was largely unimpaired and utilising density gradient fractionation procedures the fusion between incoming inulin and low density lysosomes ladened with esterified cholesterol could be demonstrated. Studies in which cells were exposed to short 'bursts' of [3H]inulin indicated, however, that the rate of fusion between inulin and secondary lysosomes was reduced. The incorporation of lipid material also produced a rapid though transient increase in several acid hydrolase activities. The stimulus for increased enzyme activity does not appear to be the deposition of ingested lipid within the lysosomes but rather at some stage prior to this, possibly the formation of endocytic vesicles. The current findings suggest that the intralysosomal incorporation of lipid material which occurs in several pathological conditions has marked effects on lysosomal function.