The importance of vascular calcification in the development and progression of cardiovascular disease is well established (1, 2), and it is known to be a predictor of future cardiovascular events (3). Vascular calcification is an active cell-mediated process, involving the osteoblastic conversion of vascular smooth muscle cells (VSMCs), 2 calcifying vascular cells, pericytes, and adventitial myofibroblasts (4 -9). In vivo, vascular calcification has been shown to result from an endochondral ossification-like process, resulting in the formation of bone as well as both marrow and cartilage (10 -12).A previous study from Demer and co-workers (13) has shown that insulin-like growth factor-I (IGF-I) prevents the osteoblastic conversion of calcifying vascular cells. The role of IGF-I in the terminal differentiation of multiple cell types is well known (14 -16), but its role in phenotype maintenance is less well understood. We have previously shown that IGF signaling can be attenuated in 3T3-L1 cells using HMG-CoA reductase inhibitors through their effects on IGF receptor (IGFR) glycosylation and Ras prenylation (17). Therefore, by removing this protective pathway, we hypothesized that HMG-CoA reductase inhibitors would also render vascular cells more vulnerable to osteogenic differentiation and subsequent mineralization. This hypothesis is consistent with a recent study showing that atorvastatin promotes osteogenic differentiation and calcium deposition by VSMCs (18) and osteoblast cell lines (19,20) in vitro. However, there are also reports that HMG-CoA reductase inhibitors inhibit the osteoblastic conversion of human VSMCs (21, 22) and TGF-induced calcific nodule formation by valvular interstitial cells (23,24). The reason for these discrepancies is not clear but may reflect differences in the factors used to stimulate differentiation in these studies.Therefore, the purpose of this study was (i) to determine the importance of IGF signaling in promoting the proliferation and preventing the osteogenic differentiation of VSMCs, (ii) to determine whether HMG-CoA reductase inhibitors modulate the inhibitory effect of IGF-I on the osteogenic differentiation of VSMCs, and (iii) to elucidate the mechanism by which this modulation occurs. Our data show that cerivastatin, through alterations in IGFR glycosylation, attenuates the protective effect of IGF-I on VSMCs by preventing IGFR processing and cell-surface localization.