More than 10% of the United States adult population is estimated to have diabetes ( 1 ), and the leading cause of increased mortality in patients with diabetes is enhanced atherosclerosis ( 2, 3 ). A common cluster of harmful changes to lipoprotein metabolism, including increased plasma VLDL and LDL cholesterol, occurs in type-2 diabetic patients and is characterized by the presence of small, dense LDL particles, low HDL , increased triglycerides, and postprandial lipemia ( 4, 5 ). Serum lipid and lipoprotein levels in patients who have well-controlled type-1 diabetes are generally not higher than those in people without diabetes. However, hypertriglyceridemia and reduced HDL are common in poorly controlled patients, and plasma apoB100 levels, which indicate the number of LDL particles, correlate with glycemic control ( 5 ). This underscores the importance of diabetes-induced changes in lipoprotein composition and distribution as a cardiovascular disease (CVD) risk ( 4, 5 ), but how these relatively small changes in lipid metabolism that occur in the general human population lead to increased diabetic complications of atherosclerosis is not completely understood. Current animal models for atherosclerosis have not been able to address this issue satisfactorily, as they rely on gross lipid abnormalities, such as the lack of LDLR or apoE which cause severe hypercholesterolemia. Although modest increases in atherosclerosis have been observed when these hypercholesterolemic mice are made Abstract Diabetes is a major risk factor for cardiovascular disease. To examine how diabetes interacts with a mildly compromised lipid metabolism, we introduced the diabetogenic Ins2 C96Y/+ (Akita) mutation into mice expressing human apoE4 (E4) combined with either an overexpressing human LDL receptor gene (hLDLR) or the wild-type mouse gene. The hLDLR allele caused 2-fold reductions in plasma HDLcholesterol, plasma apoA1, and hepatic triglyceride secretion. Diabetes increased plasma total cholesterol 1.3-fold and increased apoB48 secretion 3-fold, while reducing triglyceride secretion 2-fold. Consequently, diabetic E4 mice with hLDLR secrete increased numbers of small, cholesterol-enriched, apoB48-containing VLDL, although they have near normal plasma cholesterol (<120 mg/dl). Small foam cell lesions were present in the aortic roots of all diabetic E4 mice with hLDLR that we analyzed at six months of age. None were present in nondiabetic mice or in diabetic mice without hLDLR. Aortic expression of genes affecting leukocyte recruitment and adhesion was enhanced by diabetes. ApoA1 levels, but not diabetes, were strongly correlated with the ability of plasma to effl ux cholesterol from macrophages. We conclude that the diabetes-induced proinfl ammatory changes in the vasculature and the hLDLR-mediated cholesterol accumulation in macrophages synergistically trigger atherosclerosis in mice with human apoE4, although neither alone is suffi cient.