Edited by Jeffrey E. PessinHyperglycemia and insulin resistance accelerate atherosclerosis by an unclear mechanism. The two factors down-regulate insulin receptor substrate-1 (IRS-1), an intermediary of the insulin/IGF-I signaling system. We previously reported that IRS-1 down-regulation leads to vascular smooth muscle cell (VSMC) dedifferentiation and that IRS-1 deletion from VSMCs in normoglycemic mice replicates this response. However, we did not determine IRS-1's role in mediating differentiation. Here, we sought to define the mechanism by which IRS-1 maintains VSMC differentiation. High glucose or IRS-1 knockdown decreased p53 levels by enhancing MDM2 proto-oncogene (MDM2)-mediated ubiquitination, resulting in decreased binding of p53 to Krüppel-like factor 4 (KLF4). Exposure to nutlin-3, which dissociates MDM2/p53, decreased p53 ubiquitination and enhanced the p53/KLF4 association and differentiation marker protein expression. IRS-1 overexpression in high glucose inhibited the MDM2/p53 association, leading to increased p53 and p53/KLF4 levels, thereby increasing differentiation. Nutlin-3 treatment of diabetic or Irs1 ؊/؊ mice enhanced p53/ KLF4 and the expression of p21, smooth muscle protein 22 (SM22), and myocardin and inhibited aortic VSMC proliferation. Injecting normoglycemic mice with a peptide disrupting the IRS-1/p53 association reduced p53, p53/KLF4, and differentiation. Analyzing atherosclerotic lesions in hypercholesterolemic, diabetic pigs, we found that p53, IRS-1, SM22, myocardin, and KLF4/p53 levels are significantly decreased compared with their expression in nondiabetic pigs. We conclude that IRS-1 is critical for maintaining VSMC differentiation. Hyperglycemia-or insulin resistance-induced IRS-1 down-regulation decreases the p53/KLF4 association and enhances dedifferentiation and proliferation. Our results suggest that enhancing IRS-1-dependent p53 stabilization could attenuate the progression of atherosclerotic lesions in hyperglycemia and insulin-resistance states. . 3 The abbreviations used are: IGF-I, insulin-like growth factor-I; IRS-1, insulin receptor substrate-1; Shc, Src homology 2 domain-containingtransforming protein C; VSMC, vascular smooth muscle cell; mSMC, mouse smooth muscle cell; pSMC, porcine smooth muscle cell; PI3K, phosphatidylinositol 3-kinase; NS, not significant; ID3, inhibitor of differentiation 3; NG, normal glucose; HG, high glucose; NHG, normal-high glucose transient exposure; i.p., intraperitoneally; DAPI, 4Ј,6-diamidino-2-phenylindole; WCL, whole-cell lysates; SM22, smooth muscle protein 22; MyoC, myocardin; DM, diabetic WT mice; NM, nondiabetic WT mice.