Mouse aortic smooth muscle cells (SMCs) were loaded for 72 h with cholesterol by using cholesterol:methyl-â€-cyclodextrin complexes, leading to Ï·2-fold and Ï·10-fold increases in the contents of total cholesterol and cholesteryl ester, respectively. Foam-cell formation was demonstrated by accumulation of intracellular, Oil Red O-stained lipid droplets. Immunostaining showed decreased protein levels of smooth muscle âŁ-actin and âŁ-tropomyosin and increased levels of macrophage markers CD68 and Mac-2 antigen. Quantitative real-time RT-PCR revealed that after cholesterol loading, the expression of SMC-related genes âŁ-actin, âŁ-tropomyosin, myosin heavy chain, and calponin H1 decreased (to 11.5 Ű 0.5%, 29.3 Ű 1.4%, 23.8 Ű 1.4%, and 3.8 Ű 0.5% of unloaded cells, respectively; P < 0.05 for all), whereas expression of macrophage-related genes CD68, Mac-2, and ABCA1 mRNA increased (to 709 Ű 84%, 330 Ű 11%, and 207 Ű 13% of unloaded cells, respectively; P < 0.05 for all), thereby demonstrating that the protein changes were regulated at the mRNA level.