Mouse aortic smooth muscle cells (SMCs) were loaded for 72 h with cholesterol by using cholesterol:methyl--cyclodextrin complexes, leading to Ϸ2-fold and Ϸ10-fold increases in the contents of total cholesterol and cholesteryl ester, respectively. Foam-cell formation was demonstrated by accumulation of intracellular, Oil Red O-stained lipid droplets. Immunostaining showed decreased protein levels of smooth muscle ␣-actin and ␣-tropomyosin and increased levels of macrophage markers CD68 and Mac-2 antigen. Quantitative real-time RT-PCR revealed that after cholesterol loading, the expression of SMC-related genes ␣-actin, ␣-tropomyosin, myosin heavy chain, and calponin H1 decreased (to 11.5 ؎ 0.5%, 29.3 ؎ 1.4%, 23.8 ؎ 1.4%, and 3.8 ؎ 0.5% of unloaded cells, respectively; P < 0.05 for all), whereas expression of macrophage-related genes CD68, Mac-2, and ABCA1 mRNA increased (to 709 ؎ 84%, 330 ؎ 11%, and 207 ؎ 13% of unloaded cells, respectively; P < 0.05 for all), thereby demonstrating that the protein changes were regulated at the mRNA level.