Background-Apolipoprotein A1 mimetic peptide, synthesized from D-amino acid (D-4F), enhances the ability of HDL to protect LDL against oxidation in atherosclerotic animals. Methods and Results-We investigated the mechanisms by which D-4F provides antioxidant effects in a diabetic model.Sprague-Dawley rats developed diabetes with administration of streptozotocin (STZ). We examined the effects of daily D-4F (100 g/100 g of body weight, intraperitoneal injection) on superoxide (O 2 Ϫ ), extracellular superoxide dismutase (EC-SOD), vascular heme oxygenase (HO-1 and HO-2) levels, and circulating endothelial cells in diabetic rats. In response to D-4F, both the quantity and activity of HO-1 were increased. O 2 Ϫ levels were elevated in diabetic rats (74.8Ϯ8ϫ10 3 cpm/10 mg protein) compared with controls (38.1Ϯ8ϫ10 3 cpm/10 mg protein; PϽ0.01). D-4F decreased O 2 Ϫ levels to 13.23Ϯ1ϫ10 3 (PϽ0.05 compared with untreated diabetics). The average number of circulating endothelial cells was higher in diabetics (50Ϯ6 cells/mL) than in controls (5Ϯ1 cells/mL) and was significantly decreased in diabetics treated with D-4F (20Ϯ3 cells/mL; PϽ0.005). D-4F also decreased endothelial cell fragmentation in diabetic rats. The impaired relaxation typical of blood vessels in diabetic rats was prevented by administration of D-4F (85.0Ϯ2.0% relaxation). Western blot analysis showed decreased EC-SOD in the diabetic rats, whereas D-4F restored the EC-SOD level. Conclusions-We conclude that an increase in circulating endothelial cell sloughing, superoxide anion, and vasoconstriction in diabetic rats can be prevented by administration of D-4F, which is associated with an increase in 2 antioxidant proteins, HO-1 and EC-SOD.