Objective-Extracellular matrix (ECM) remodeling during angiogenesis is accomplished through plasmin-dependent pericellular proteolysis and through the action of matrix metalloproteinases (MMPs). Because tissue factor pathway inhibitor-2 (TFPI-2), a Kunitz-type protease inhibitor with prominent ECM localization, inhibits plasmin and MMPs activity, we investigated the role of TFPI-2 in endothelial cell (EC) migration and angiogenesis. Methods and Results-Real-time polymerase chain reaction and immunostaining showed that the expression of TFPI-2 mRNA and protein was upregulated in migrating ECs. The effect of TFPI-2 on angiogenesis was studied in mouse models of Matrigel and polyvinylalcohol sponge implants by overexpressing TFPI-2 through infection with a replication-deficient adenovirus (AdTFPI-2). Using (immuno)fluorescence and confocal microscopy we observed that TFPI-2 reduced neovascularization and promoted ECM deposition. Lateral cell migration and capillary tube formation in vitro also were impaired by TFPI-2, a process reversed by anti-TFPI-2 antibodies. Increased apoptosis occurred both in AdTFPI-2-treated ECs and in the mouse implants. Zymography and assays in the absence of plasminogen confirmed plasmin inhibition as a main mechanism through which TFPI-2 inhibits EC migration. Conclusions-Our data suggest that TFPI-2 may be an important regulator of aberrant angiogenesis associated with tumor growth/metastasis, cardiovascular diseases, chronic inflammation, or diabetes. Key Words: TFPI-2 Ⅲ angiogenesis Ⅲ endothelial cell Ⅲ adenovirus gene delivery Ⅲ mouse model P roteinase inhibitors are involved in blood coagulation, fibrinolysis, angiogenesis, wound healing, and tumor invasion. 1 Tissue factor pathway inhibitor-2 (TFPI-2) is a Kunitz-type serine proteinase inhibitor 2 synthesized by endothelial cells (ECs), smooth muscle cells (SMCs), and syncytiotrophoblasts, 3,4 which associates through ionic interactions 5 with the extracellular matrix (ECM), 6 and inhibits trypsin, plasmin, and plasma kallikrein among others. 7 The ECM is essential for the integrity of the cardiovascular system. ECs use the matrix as scaffolding during invasion, but they also degrade it to provide space for new capillaries. Serine proteases belonging to the plasminogen activator (PA)/plasmin system and (membrane-type)-matrix metalloproteinases [(MT)-MMPs] play major roles in all the steps of angiogenesis 8 : vessel sprouting, cell migration, tube formation, survival, generation of matrikines as angiogenesis inhibitors, and vessel stabilization/maturation and remodeling. 9,10 Matrix metalloproteinase (MMP)-2, MMP-9, and MT1-MMP switch on neovascularization through degradation of the endothelial and interstitial matrix, and activation of growth factors (reviewed in 10 ). Protease activities are controlled by specific activation mechanisms and inhibitors, of which tissue inhibitors of MMPs and serpins, like PA inhibitors (PAIs), represent major classes. MMPs are secreted as inactive zymogens that are activated by other proteinases, s...