is an important contributor to pulmonary vascular remodeling in the pathogenesis of pulmonary hypertension (PH). High proliferative potential endothelial progenitor-like cells have been described in vascular remodeling and angiogenesis in both systemic and pulmonary circulations. However, their role in hypoxia-induced pulmonary artery (PA) VV expansion in PH is not known. We hypothesized that profound PA VV neovascularization observed in a neonatal calf model of hypoxia-induced PH is due to increased numbers of subsets of high proliferative cells within the PA adventitial VV endothelial cells (VVEC). Using a single cell clonogenic assay, we found that high proliferative potential colony-forming cells (HPP-CFC) comprise a markedly higher percentage in VVEC populations isolated from the PA of hypoxic (VVEC-Hx) compared with control (VVEC-Co) calves. VVEC-Hx populations that comprised higher numbers of HPP-CFC also demonstrated markedly higher expression levels of CD31, CD105, and c-kit than VVEC-Co. In addition, significantly higher expression of CD31, CD105, and c-kit was observed in HPP-CFC vs. the VVEC of the control but not of hypoxic animals. HPP-CFC exhibited migratory and tube formation capabilities, two important attributes of angiogenic phenotype. Furthermore, HPP-CFC-Co and some HPP-CFC-Hx exhibited elevated telomerase activity, consistent with their high replicative potential, whereas a number of HPP-CFC-Hx exhibited impaired telomerase activity, suggestive of their senescence state. In conclusion, our data suggest that hypoxia-induced VV expansion involves an emergence of HPP-CFC populations of a distinct phenotype with increased angiogenic capabilities. These cells may serve as a potential target for regulating VVEC neovascularization.high proliferative potential endothelial colony-forming cells; endothelial progenitor cells; vascular remodeling; pulmonary hypertension; endothelial clusters VASCULAR REMODELING IS A FUNDAMENTAL pathological hallmark of a number of cardiovascular diseases (22,38). Chronic hypoxia is an important contributing factor to the vascular remodeling process and is a potent stimulus for neovessel growth in a number of pathological settings. It has recently been shown that pathological remodeling includes not only intimal, medial, and adventitial thickening but also significant expansion of the VV network (36,40). Increased VV density is a characteristic feature of a number of diseases in both the systemic and pulmonary circulations, including atherosclerosis, type II diabetes, restenosis, vasculitis, and pulmonary hypertension (PH) (15,28,31,32,36,40). In the pulmonary circulation, increases in VV density have been observed in patients with severe idiopathic fibrosis, as well as idiopathic pulmonary arterial hypertension (IPAH), where a dramatic increase in VV density occurred around remodeled pulmonary arteries (PA) and plexiform lesions (31,33). In animal models of PH, a marked expansion of the vasa vasorum (VV) network has also been observed in the adventitia and the media (3...