Disruption of the circadian system caused by disordered exposure to light is pervasive in modern society and increases the risk of cardiovascular disease. The mechanisms by which this happens are largely unknown. ApolipoproteinE-deficient (ApoE −/−) mice are studied commonly to elucidate mechanisms of atherosclerosis. In this study, we determined the effects of light-induced circadian disruption on atherosclerosis in ApoE −/− mice. We first characterized circadian rhythms of behavior, light responsiveness, and molecular timekeeping in tissues from ApoE −/− mice that were indistinguishable from rhythms in ApoE +/+ mice. These data showed that ApoE −/− mice had no inherent circadian disruption and therefore were an appropriate model for our study. We next induced severe disruption of circadian rhythms by exposing ApoE −/− mice to constant light for 12 weeks. Constant light exposure exacerbated atherosclerosis in male, but not female, ApoE −/− mice. Male ApoE −/− mice exposed to constant light had increased serum cholesterol concentrations due to increased VLDL/LDL fractions. taken together, these data suggest that ApoE −/− mice are an appropriate model for studying lightinduced circadian disruption and that exacerbated dyslipidemia may mediate atherosclerotic lesion formation caused by constant light exposure. More than 600,000 people die every year in the U.S. from heart disease 1. Atherosclerosis, the progressive accumulation of plaques in arteries, is the primary cause of cardiovascular disease (CVD), stroke, and myocardial infarction 2. There are several well-established CVD risk factors including smoking, hypertension, elevated low-density lipoprotein (LDL) cholesterol, obesity, diabetes, and inflammation 3-5. Epidemiological and clinical studies have shown that circadian disruption also increases the risk of CVD 6-8. Circadian rhythms are 24-hour oscillations in gene expression, physiology, and behavior. These rhythms are entrained, or synchronized, with environmental cycles. This allows organisms to anticipate predictable daily changes in the environment to increase their fitness 9-11. Mammalian circadian rhythms are generated by molecular clocks that are located in nearly every tissue in the body 12. These clocks are organized hierarchically. The retina detects and sends information about the light-dark cycle to the master clock in the suprachiasmatic nucleus (SCN). The SCN, in turn, coordinates the timing of clocks located throughout the body 12. At the molecular level, the timekeeping mechanism is a negative transcription/translation feedback loop 13. The transcription factors BMAL1 and CLOCK dimerize and drive the transcription of the Period and Cryptochrome genes. Then PERIOD and CRYPTOCHROME feed back and inhibit the transcription factor activity of BMAL1 and CLOCK, thereby suppressing their own transcription. This feedback loop takes approximately 24-hour to complete and therefore generates a 24-hour molecular rhythm. Recent meta-analyses show that shift workers, who experience chronic circadian disru...