Uncontrolled proliferation of vascular smooth muscle cells (VSMCs) contribute to intimal hyperplasia during atherosclerosis and restenosis. Heparin is an antiproliferative agent for VSMCs and has been shown to block VSMC proliferation both in tissue culture systems and in animals. Despite the well documented antiproliferative actions of heparin, its cellular targets largely remain unknown. In an effort to characterize the mechanism of the antiproliferative property of heparin, we have analyzed the effect of heparin on cell cycle in VSMC. Our results indicate that the heparin-induced block in G 1 to S phase transition is imposed by p27 kip1 -mediated inhibition of cyclin-dependent kinase 2 activity. Further analysis of p27 kip1 mRNA levels showed that the increase in p27 kip1 protein levels in heparin-treated VSMC occurs at posttranscriptional levels. We present evidence that heparin causes stabilization of p27 kip1 protein during G 1 phase and thereby prevents activation of cyclin-dependent kinase 2.The proliferation of vascular smooth muscle cells (VSMCs) 1 is a key event in the development of atherosclerotic lesions and postangioplasty restenosis (1). In a normal artery, the VSMCs are in a non-proliferative quiescent state and show a well differentiated contractile phenotype. After the vascular injury, there is a loss of differentiated phenotype and a shift to a synthetic phenotype, which is also accompanied by entry into the cell cycle and proliferation (2). Several cytokines, growth factors, vasoregulatory molecules, and extracellular matrix components exert their effects on the proliferation of VSMC. The development of an atherosclerotic lesion can be blocked significantly by effective inhibition of VSMC proliferation (3). Natural glycosaminoglycans such as heparin are also known inhibit VSMC proliferation in vitro in tissue culture (4 -6) and in vivo in animal models (7,8). Despite the well documented antiproliferative effect of heparin on VSMC, the molecular mechanisms responsible for inhibition of cell cycle remain uncharacterized.Cellular proliferation is regulated primarily by regulation of the cell cycle (9), which consists of four distinct sequential phases (G 0 /G 1 , S, G 2 , and M). This tightly regulated temporal order is controlled by the sequential activation of certain serine/threonine protein kinases known as cyclin-dependent kinases (Cdks) that phosphorylate the Rb protein (10). In quiescent cells, Rb exists in its hypophosphorylated state and is thus able to bind and sequester the members of E2F family of transcription factors (11). Phosphorylation of Rb at multiple sites by Cdks causes the release of E2F because hyperphosphorylated Rb cannot bind and sequester E2F factors, thus enabling them to activate transcription of genes whose products are absolutely essential for further cell cycle progression (12). The activity of Cdks is further regulated negatively by a number of Cdk inhibitors, which are grouped into two classes (13) (14), and the members of Cip family (p21 cip1 , p27 kip1 , and ...