A major feature of Alzheimer's disease (AD), a late-onset neurodegenerative disorder, is the ordered aggregation of the β-amyloid peptide (Aβ) into fibrils that comprise extracellular neuritic plaques found in the disease brain. One of many potential pathways for Aβ toxicity may be modulation of lipid membrane function. Here, we show by in situ atomic force microscopy (AFM) that astrocyte secreted lipoprotein particles (ASLPs) containing different isoforms of apolipoprotein E (apoE), of which the apoE4 allele is a major risk factor for the development of AD, can protect total brain lipid extract bilayers from Aβ 1-40 induced disruption. The apoE4 allele was less effective in protecting lipid bilayers from disruption compared with apoE3. Size analysis of apoE-containing ASLPs and mechanical studies of bilayer properties revealed that apoE-containing ASLPs modulate the mechanical properties of bilayers by acquiring some bilayer components (most likely cholesterol and/or oxidatively damaged lipids). Measurement of bilayer mechanical properties was accomplished with scanning probe acceleration microscopy (SPAM). These measurements demonstrated that apoE4 was also less effective in modulating mechanical properties of bilayers in comparison with apoE3. This ability of apoE to alter the mechanical properties of lipid membranes may represent a potential mechanism for the suppression of Aβ 1-40 induced bilayer disruption.