Angiotensin II (Ang II) and milk fat globule-epidermal growth factor VIII (MFG-E8) are increased in the aged arterial wall and are involved in remodeling. However, the precise interactions between Ang II and MFG-E8 in proinflammatory arterial remodeling remains unknown. In this study, both MFG-E8 knock out (KO) and wild-type (WT) mice were infused with Ang II via an osmotic mini-pump. After infusion with Ang II, increases in systolic blood pressure (SBP) and circulating Ang II were observed in all animals, but changes to the aortic molecular, cellular, and structural remodeling were dependent on genotype (presence or absence of MFG-E8) (p<0.05, two-way ANOVA): (1) Ang II infusion substantially increased intimal-medial thickness, elastic lamina degradation, collagen deposition, and proliferation of vascular smooth muscle cells (VSMCs) in the aortic walls in WT; in contrast, in MFG-E8 KO mice, these cellular and matrix effects were significantly reduced; (2) Ang II treatment significant increased the activation and expression of matrix metallopeptidase type 2 (MMP-2), activated transforming growth factor-beta 1 (TGF-β1) and its downstream signaling molecule phosphorylation mothers against decapentaplegic homolog 2 (p-Smad2), and collagen type I production in the aortic walls of WT mice, however, in KO mice, these molecular effects were significantly reduced; (3) Ang II treatment increased nuclear factor-kappa beta (NF-κB) p65, monocyte chemoattractant protein-1 (MCP-1), and tumor necrosis factor-alpha 1 (TNF-α) protein expression by at least two fold in the aortic walls of WT mice, conversely, in MFG-E8 KO mice, no significant proinflammatory changes were found. Taken together, these findings suggest that Ang II effects on proinflammatory arterial remodeling are MFG-E8 genotype -dependent.