The ability of Hep-G2 cells to process $[^{125}I]LDL$ under basal conditions was investigated. The receptor-binding and internalization of $[^{125}I]LDL$ increased with the time of incubation in a saturable manner. After 4 h of incubation, 31.4 ng of $[^{125}I]LDL$ was cell bound. The cells rapidly internalized $[^{125}I]LDL$ via specific, receptor-mediated endocytosis. The amount of internalized $[^{125}I]LDL$ reached a maximun of 96.7 ng at 2 h of incubation and remained constant for the next 2 h. The rate of degradation of internalized $[^{125}I]LDL$ proceeded in a linear manner over the entire 4 h of incubation after an initial lag period. The effects of individial fatty acids (C18:0. C18:1, C18:2. and C18:3), differing in their degree of unsaturation. on the receptor-binding, internalization and degradation of $[^{125}I]LDL$ were also investigated. Inclusion of 1.0 mM of each fatty acid into the culture medium significantly increased $[^{125}I]LDL$ metabolism in Hep-G2 cells. Among the fatty acids tested, stearic acid had the least effect on the receptor-binding activity. There were no significant differences among the unsaturated fatty acids in LDL-receptor binding. The effect of individual fatty acids on the $[^{125}I]LDL$ uptake was similar to that of the receptor-binding. showing a significantly lower effect with stearic acid. The amount of degraded material of internalized $[^{125}I]LDL$ was the lowest with stearic acid when it was compared with unsaturated fatty acids.