Abstract-Previous studies have demonstrated a protective effect of the cyclin-dependent kinase (CDK) inhibitor p27 Kip1 against atherosclerosis and restenosis, two disorders characterized by abundant proliferation and migration of vascular smooth muscle cells and adventitial fibroblasts. These therapeutic effects might result from p27Kip1 -dependent suppression of both cell proliferation and migration. However, the interplay between cell growth and locomotion remains obscure. We show here that p27Kip1 inhibits cellular changes that normally occur during cell locomotion (eg, lamellipodia formation and reorganization of actin filaments and focal adhesions). Importantly, a p27Kip1 mutant lacking CDK inhibitory activity failed to inhibit vascular smooth muscle cell and fibroblast proliferation and migration. Moreover, a constitutively active mutant of the retinoblastoma protein (pRb) insensitive to CDK-dependent hyperphosphorylation inhibited both cell proliferation and migration. In contrast, inactivation of pRb by forced expression of the adenoviral oncogene E1A correlated with high proliferative and migratory activity. Collectively, these results suggest that cellular proliferation and migration are regulated in a coordinated manner by the p27 Kip1 Key Words: vascular smooth muscle cells Ⅲ fibroblasts Ⅲ cell cycle Ⅲ migration Ⅲ p27 Kip1 /pRb E xcessive proliferation and migration of vascular smooth muscle cells (VSMCs) and adventitial fibroblasts play an important role in the pathobiology of vascular occlusive disease (eg, atherosclerosis, in-stent restenosis, transplant vasculopathy, and vessel bypass graft failure). 1,2 Thus, understanding the molecular mechanisms that control hyperplastic growth and the locomotion of vascular cells should aid in the development of novel therapeutic strategies to reduce neointimal thickening.Cell cycle progression is controlled by several cyclindependent kinases (CDKs) that associate with regulatory cyclins. 3 Mitogenic stimuli activate CDK/cyclin holoenzymes, thus causing hyperphosphorylation of the retinoblastoma protein (pRb) and related "pocket" proteins from mid G 1 to mitosis. CDK-dependent pRb hyperphosphorylation releases E2F transcription factors, thus contributing to the expression of several growth and cell cycle-regulatory genes with functional E2F-binding sites in their promoters. 4 Interaction of CDKs/cyclins with CDK inhibitory proteins (CKIs) attenuates CDK activity and promotes growth arrest. 5 CKIs of the Cip/Kip family (p21 Cip1 , p27 Kip1 , and p57 Kip2 ) bind to and inhibit a wide spectrum of CDK/cyclin holoenzymes, whereas members of the Ink4 family (p16 Ink4a , p15 Ink4b , p18 Ink4c , and p19 Ink4d ) are specific for cyclin D-associated CDKs. Mitogenic and antimitogenic stimuli affect the rates of synthesis and degradation of CKIs as well as their redistribution among different CDK/cyclin pairs. 5 For example, p27Kip1 promotes the assembly of CDK4/cyclin D complexes, thus facilitating CDK2/cyclin E activation through the G 1 /S phase. Moreover, th...