This experiment was undertaken to investigate the effect of caffeine and vitamin E on the lipid composition of serum and liver in cholesterol-fed rats. Thirty-five male rats of Sprague-Dawley strain weighing about $120{pm}10;g$ were divided into 5 groups, each group receiving a different diet for 6 weeks. i.e. basal diet (Basal group), basal diet supplemented with 1.0% cholesterol (Basal+Chol. group), basal diet supplemented with 1.0% cholesterol and 0.25% caffeine (CF group), basal diet supplemented with 1.0% cholesterol and 400ppm vitamin E (VE group), and basal diet supplemented with 1.0% cholesterol and caffeine plus vitamin E (CF+VE group). Net weight gain was significantly depressed only by caffeine supplementation. Serum total lipid was significantly decreased in VE and CF+VE groups. Serum total cholesterol and HDL-cholesterol were slightly increased by caffeine supplementation, whereas triglyceride (TG) was significantly decreased in CF, VE and CF+VE group. Contents of crude lipid and TG in liver were significantly reduced by supplementation of vitamin E. No differences in liver cholesterol were found among experimental groups. Histologically, Basal+Chol. group showed a spotty necrosis, including a profuse fine microvaculoar lipid accumnlation. CF group exhibited a mild inflammatory infiltration, as well as macro- and microvacuolar lipid accumulation. But those were regenerated by supplementation of vitamin E.