The multifunctional Ca 2؉ /calmodulin-dependent protein kinase II (CaMKII) promotes vascular smooth muscle (VSMC) proliferation. However, the signaling pathways mediating CAMKII-dependent proliferative effects in vivo are poorly understood. This study tested the hypothesis that CaMKII␦ mediates neointimal proliferation after carotid artery ligation by regulating expression and activity of cell cycle regulators, particularly at the G1/S checkpoint. Data herein indicate that 14 days after carotid ligation, C57Bl/6 mice developed a marked neointima with robust CaMKII protein expression. In particular, only the CaMKII isoform ␦ was increased as demonstrated by quantitative RT-PCR. Genetic deletion of CaMKII ␦ prevented injury-induced neointimal hyperplasia and cell proliferation in the intima and media. In ligated carotids of control mice, the proliferative cell cycle markers cdk2, cyclin E, and cyclin D1 were activated. In contrast, in CaMKII␦ ؊/؊ mice, we detected a reduction in proliferative cell cycle regulators as well as an increase in the cell cycle inhibitor p21. This expression profile was confirmed in cultured CaMKII␦ ؊/؊ VSMC, in which cdk2 and cdk4 activity was decreased. Toward understanding how CAMKII␦ affects p53, a transcriptional regulator of p21, we examined p53 pathway components. Our data indicate that p53 is elevated in CAMKII␦ ؊/؊ VSMC, whereas phosphorylation of the p53-specific E3 ligase, Mdm2, was decreased. In conclusion, CaMKII stimulates neointima proliferation after vascular injury by regulating cell proliferation through inhibition of p21 and induction of Mdm-2-mediated degradation of p53.Smooth muscle proliferation contributes to vascular remodeling and obstructive vasculopathies such as atherosclerosis and restenosis following percutaneous coronary interventions (1). Therefore, understanding potential mechanisms to reduce or inhibit neointimal hyperplasia is an important goal in cardiovascular medicine. Several reports have emphasized the role of cell cycle regulation in proliferation after vascular injury. In mammalian cells, cell cycle progression is tightly controlled by cyclin/cyclin-dependent kinases (cdk) 2 complexes and their inhibitors, p21 and p27. Inhibiting positive cell cycle regulators decreases neointimal proliferation as demonstrated by data in which antisense cdk2 kinase oligonucleotides inhibit intimal formation following vascular injury (2, 3). Additionally, p21 induction inhibits VSMC proliferation and limits neointimal formation in vivo after balloon catheter injury (4). However, the precise signaling pathways that initiate the changes in cell cycle regulatory proteins remain unclear.The multifunctional Ca 2ϩ /calmodulin-dependent protein kinase II (CaMKII) is strongly expressed in vascular smooth muscle cells (VSMC) (5), where it is required for angiotensin-II-mediated vascular smooth muscle hypertrophy (5) and force maintenance in vascular smooth muscle cell contraction (6). Accumulating evidence suggests that CaMKII is critical for in vitro VSMC proliferation (7...