The homeostasis of amyloid-beta (Abeta) in the brain is critical to the pathogenesis of Alzheimer's disease (AD). Abeta is a fragment of amyloid-beta precursor protein (APP) generated in neurons by two proteases, beta- and gamma-secretases. APP and beta-secretase, both present on cell surface, are endocytosed into endosomes to produce Abeta. The molecular mechanism by which neurons trigger the production of Abeta is poorly understood. We describe here evidence that the binding of lipid-carrying apolipoprotein E (ApoE) to receptor apolipoprotein E receptor 2 (ApoER2) triggers the endocytosis of APP, beta-secretase, and ApoER2 in neuroblastoma cells, leading to the production of Abeta. This mechanism, mediated by adaptor protein X11alpha or X11beta (X11alpha/beta), whose PTB (phosphotyrosine-binding) domain binds to APP and a newly recognized motif in the cytosolic domain of ApoER2. Isomorphic form ApoE4 triggers the production of more Abeta than by ApoE2 or ApoE3; thus, it may play a role in the genetic risk of ApoE4 for the sporadic AD. The mechanism, which functions independently from Reelin-ApoER2 interaction, also provides a link between lipid uptake and Abeta production, which may be important for the regulation of neuronal activity.