Summary: Apoptosis is a physiologic form of cell death present in many disease conditions. When the balance of mitosis versus apoptosis is altered, tumor-like growth or degeneration of tissues may ensue. This appears to occur in several diseases, including those of the cardiovascular system, where apoptosis plays a key role in atherosclerosis and restenosis following angioplasty. Since c-my is upregulated in the pathogenesis of these diseases. we chose to study the sequential morphologic features of programmed cell death in vascular smooth muscle cells induced by c-m.yc and by the adenovirus early gene E 1 A. Morphology and timed events in apoptotic cell cultures were analyzed by scanning electron microscopy, transmission electron microscopy, and time-lapse videomicroscopy. We observed that both c-mycand E 1 A-induced apoptosis (in serum-free medium) resulted in numerous, tightly packed clusters of apoptotic blebs, as well as in one or two asymmetrically larger blebs. Transmission electron microscopy analysis revealed the larger blebs contained mostly nuclear chromatin, whereas the many smaller fragments often had little or no chromatin. Timelapse studies showed that apoptosis was induced at a slower rate in cells stably transfected with c-nz.vc versus those stably transfected with EIA. The early changes of apoptosis, including cell shrinkage and intense blebbing, occurred in under 5 min in both cells. Slight alterations such as cell size and further rounding occurred up to 8 h following the initial changes of apoptosis. Rather than being a part of the apoptotic response, release from the culture floor almost entirely resulted from movement of the culture flask. These stud- Professor of Medicine Medical Microbiology and Immunology, and Biomedical Science Creighton University School of Medicine 2500 California Plaza Omaha, NE 68 178. USA E-mail: dkagr@creighton.edu ies provide a framework of timed morphologic events for future mechanistic investigation into the key aspects of mycand El A-induced apoptosis in vascular smooth muscle.