Atherosclerosis is a multifactorial vascular disease characterized by formation of inflammatory lesions. Elevated circulating acute phase proteins indicate disease risk. Serum amyloid A (SAA) is one such marker but its function remains unclear. To determine the role of SAA on aortic smooth muscle cell gene expression, a preliminary screen of a number of genes was performed and a strong up-regulation of expression of secretory phospholipase A 2 , group IIA (sPLA 2 ) was identified. The SAAinduced increase in sPLA 2 was validated by real time PCR, Western blot analysis, and enzyme activity assays. Demonstrating that SAA increased expression of sPLA 2 heteronuclear RNA and that inhibiting transcription eliminated the effect of SAA on sPLA 2 mRNA suggested that the increase was transcriptional. Transient transfections and electrophoretic mobility shift assays identified CAAT enhancer-binding protein (C/EBP) and nuclear factor B (NFB) as key regulatory sites mediating the induction of sPLA 2 . Moreover, SAA activated the inhibitor of NF-B kinase (IKK) in cultured smooth muscle cells. Previous reports showed that interleukin (IL)-1†up-regulates Pla2g2a gene transcription via C/EBP†and NFB. Interestingly, SAA activated smooth muscle cell IL-1†mRNA expression, however, blocking IL-1 receptors had no effect on SAA-mediated activation of sPLA 2 expression. Thus, the observed changes in sPLA 2 expression were not secondary to SAA-induced IL-1 receptor activation. The association of SAA with high density lipoprotein abrogated the SAA-induced increase in sPLA 2 expression. These data suggest that during atherogenesis, SAA can amplify the involvement of smooth muscle cells in vascular inflammation and that this can lead to deposition of sPLA 2 and subsequent local changes in lipid homeostasis.Elevated circulating acute phase proteins correlate with an increased risk for atherosclerosis (1-4). One such disease indicator is serum amyloid A (SAA) 2 (5). The SAA protein family consists of 12-14-kDa constitutive (SAA 4 ) and acute phase (SAA 1 , SAA 2 , and SAA 3 ) isoforms. During inflammation, there are large changes in liver-derived plasma levels of the acute phase isoforms, SAA 1 and SAA 2 (6, 7). The other acute phase isoform, SAA 3 , is extrahepatically inducible (8), and although the locus equivalent to SAA 3 was previously believed to be a pseudogene in humans, Larson and co-workers (9) demonstrated its expression by mammary gland epithelial cells. Proinflammatory stimuli induce SAA expression in liver; optimal expression is achieved with a combination of interleukin (IL)-1 and IL-6 (10, 11). Extrahepatic synthesis of SAA by synovial fibroblasts, macrophages, adipocytes, and smooth muscle cells has been documented (12-15). SAA is also expressed in atherosclerotic lesions (13,16,17). Although several roles have been suggested, the functions of SAA remain uncertain (7). Our laboratory demonstrated that in response to IL-1âŁ, cultured aortic smooth muscle cells synthesize SAA (18) leading to the hypothesis that during ather...