Previous studies have shown apolipoprotein E (apoE) recruitment to medial layers of carotid arteries after vascular injury in vivo and apoE activation of inducible nitric oxide synthase (iNOS) in smooth muscle cells in vitro.This investigation explored the relationship between medial apoE recruitment and iNOS activation in protection against neointimal hyperplasia. ApoE was present in both neointimalresistant C57BL/6 mice and neointimal-susceptible FVB/N mice 24 h after carotid denudation, but iNOS expression was observed only in the neointimal-resistant C57BL/6 mice. However, iNOS was not observed in apoE-defective C57BL/6 mice. In contrast, overexpression of apoE in FVB/N mice activated iNOS expression in the injured vessels, resulting in protection against neointimal hyperplasia. ApoE and iNOS were colocalized in the medial layer of neointimalresistant mouse strains. Endothelial denudation of carotid arteries in the iNOS-deficient NOS2 ؊ / ؊ mice did not increase neointimal hyperplasia but significantly increased medial thickness and area. The iNOS-specific inhibitor also abrogated the apoE protective effects on vascular response to injury in apoE-overexpressing FVB/N mice. Thus, injuryinduced activation of iNOS requires apoE recruitment. Moreover, both apoE and iNOS are necessary for the suppression of cell proliferation, and apoE recruitment without iNOS expression resulted in medial hyperplasia without cell migration to the intima. Neointimal hyperplasia is a critical pathological process in several vascular occlusive diseases, including atherosclerosis, vein graft-induced arteriosclerosis, and the restenotic response to angioplasty and stent placement (1-4). The key cause of its pathology is endothelial damage, which exposes the underlying smooth muscle cells in the media to cytokines, growth factors, and other plasma components in the circulation, resulting in a loss of contractile characteristics and adoption of a synthetic phenotype (5, 6). Phenotypic activation of the underlying smooth muscle cells results in their migration from the media to the intima, where their proliferation and increased synthetic potential lead to the formation of the occlusive neointima (7).Recent studies in mice have shown that one determinant regulating the severity of neointimal formation is the level of apolipoprotein E (apoE) in the circulation. Results of these studies showed that transgenic overexpression of apoE is protective and that apoE gene ablation exacerbates neointimal hyperplasia caused by mechanically induced endothelial denudation (8). In fact, subphysiological levels of apoE were shown to have beneficial effects in limiting neointimal hyperplasia without correcting for hypercholesterolemia in apoE-null mice (9). The protective role of apoE has been established to involve the recruitment of circulating apoE to the medial layers of the injured vessel (10). It is likely that apoE interaction with the medial smooth muscle cells limits their migration and proliferation in response to growth factors prese...