Objective-Vascular calcification is associated with increased risk of myocardial infarction and stroke. The objective of this work was to examine the ability of 17β-estradiol (E2) to stimulate calcification of vascular smooth muscle cells (VSMC) in vivo, using aged apolipoprotein E-null mice with advanced atherosclerotic lesions, and subsequently to explore underlying mechanisms in vitro. Approach and Results-Silastic E2 capsules were implanted into male and female apolipoprotein E-null mice aged 34 weeks.Plaque and calcified area were measured in the aortic sinus and innominate artery after 8 weeks. Immunohistochemical analysis examined expression of the estrogen receptors (estrogen receptor alpha and estrogen receptor beta [ERβ]). VSMC expression of osteogenic markers was examined using digital polymerase chain reaction. Advanced atherosclerotic lesions were present in all mice at the end of 8 weeks. In both male and female mice, E2 increased calcified area in a site-specific manner in the aortic sinus independently of plaque growth or lipid levels and occurred in association with a site-specific decrease in the proportion of ERβ-positive intimal cells. Calcified lesions expressed collagen I and bone sialoprotein, with decreased matrix Gla protein. In vitro, E2 suppressed ERβ expression and increased VSMC mineralization, demonstrating increased collagen I and II, osteocalcin and bone sialoprotein, and reduced matrix Gla protein and osteopontin. Antagonism or RNA silencing of estrogen receptor alpha, ERβ, or both further increased VSMC mineralization. Conclusions-We have demonstrated that E2 can drive calcification in advanced atherosclerotic lesions by promoting the differentiation of VSMC to osteoblast-like cells, a process which is augmented by inhibition of estrogen receptor alpha or ERβ activity. Visual Overview-An online visual overview is available for this article. studies have demonstrated an inhibitory role for E2 in VSMC calcification in vitro. 26,27 In the context of atherosclerosis, studies support a protective effect of E2 on plaque calcification in women, based on the cardiovascular protective effects of E2 that reduce total plaque burden, attributable to modulation of traditional risk factors, such as plasma high-density lipoprotein and low-density lipoprotein. 28,29 In the clinic, studies show low serum E2 levels associate with increased coronary artery calcification (CAC), [30][31][32] whereas E2 replacement in younger menopausal women reduces CAC. 33,34 These findings are supported by animal studies that show E2 protects against atherosclerotic plaque calcification when associated with beneficial effects on plaque progression. 27,35 However, the mechanistic similarities to bone formation suggest that estradiol could promote vascular calcification in certain circumstances. This dilemma continues to raise the question of how estrogens impact on vascular calcification and plaque progression in the longer term, particularly in the aging vasculature, 36,37 where established, more advanced lesions ...