Oxidatively damaged low density lipoprotein (LDL) may cause macrophages to accumulate cholesterol in an unregulated manner, initiating the development of atherosclerotic lesions. Cultured smooth muscle cells oxidize LDL by a superoxide (O2-)-dependent mechanism that requires L-cystine and redox-active transition metal ions in the incubation medium. To test the hypothesis that cellular reduction of L-cystine to a thiol might be involved, we exposed LDL to L-cysteine, glutathione, and D,L-homocysteine. In a cell-free system each thiol modified LDL by a pathway that required either Cu2+ or Fe3+. Thiol- and Cu2+-modified LDL underwent lipid peroxidation and exhibited a number of properties of cell-modified LDL, including increased mobility on agarose gel electrophoresis and fragmentation of apolipoprotein B-100. Superoxide dismutase inhibited modification of LDL by L-cysteine/Cu2+ whereas catalase and mannitol were without effect. In striking contrast, superoxide dismutase had little effect on oxidation of LDL by CU2+ and either homocysteine or glutathione. Moreover, only L-cysteine/CU2+-modified I-125-labeled LDL was degraded more rapidly than I-125-labeled LDL by human monocyte-derived macrophages: superoxide dismutase in the reaction mixture blocked the facilitated uptake of L-cysteine/Cu2+-Modified I-125-labeled LDL, suggesting involvement Of O2-. These results indicate that LDL oxidation by L-cysteine and CU2+ requires O2- but not H2O2 or hydroxyl radical. The reaction may involve the metal ion-dependent formation of L-cystine radical anion which is oxidized by oxygen, yielding O2- and the disulfide. LDL modified by L-cysteine and smooth muscle cells exhibit similar physical and biological properties, indicating that thiol-dependent generation of O2- may be the oxidative mechanism in both systems. Thiols also promote lipid peroxidation by O2--independent reactions but human macrophages fail to rapidly degrade these oxidized LDLs.