This study describes the preparation of spheroidal reconstituted HDL which contain apolipoprotein (apo) A-I only, (A-I w/o A-II) r-HDL, or apo A-I and apo A-II, (A-I w A-II) r-HDL. Spheroidal (A-I w/o A-II) r-HDL with diameters of 8.0, 9.2 and 11.2 nm were prepared by incubating discoidal (A-I w/o A-II) r-HDL with lecithin-cholesterol acyltransferase and low-density lipoproteins. Spheroidal (A-I w A-II) r-HDL were prepared by displacing apo A-I from spheroidal (A-I w/o A-II) r-HDL with apo A-II. Modification with apo A-II did not significantly affect the diameters of the 8.0 and 9.2 nm (A-I w/o A-II) r-HDL. When, however, apo A-II was added to the (A-I w/o A-II) r-HDL of diameter 11.2 nm, the size of the particles decreased to 9.4 nm. To determine whether modification of (A-I w/o A-II) r-HDL with apo A-II altered the structure of the r-HDL, the packing of phospholipids in the modified and unmodified particles was compared by steady state fluorescence polarization and the environments of the apo A-I tryptophan residues in (A-I w/o A-II) and (A-I w A-II) r-HDL were compared by fluorescence spectroscopy. The results of these studies suggested that modification of spheroidal (A-I w/o A-II) r-HDL with apo A-II alters the environment of apo A-I tryptophan residues in small, but not large, r-HDL and does not affect the packing of phospholipids.