We examined the effect of hypoxia and high glucose (HG) on ANG II type 1 (AT 1) receptor expression and proliferation in cultured vascular smooth muscle (VSM) cells. Exposure of quiescent cells to hypoxia in a serum-free DME-Ham's F-12 medium for 6-24 h induced a progressive increase in AT 1 mRNA expression. Exposure of cells to 24 h of hypoxia also resulted in a significant increase in ANG II receptor binding as assessed with 125 I-labeled ANG II. Treatment with ANG II (1 M) for 24 h under normoxic conditions caused an ϳ1.5-fold increase in both DNA synthesis and cell number, which was enhanced to ϳ3.0-fold under hypoxic conditions. An AT 1 receptor antagonist (losartan, 10 M) blocked the ANG II-induced increase in DNA synthesis under both normoxic and hypoxic conditions. Incubations in HG medium (25 mM) for 12-24 h under normoxic conditions induced an ϳ2.5-fold increase in AT 1 mRNA levels, which was markedly enhanced by hypoxia to ϳ5.5-fold at 12 h and ϳ8.5-fold at 24 h. ANG II under HG-normoxic conditions caused a complete downregulation of AT 1 expression, which was prevented by hypoxia. These results demonstrate an upregulation of AT 1 receptor expression by hypoxia and HG in cultured VSM cells and suggest a mechanism for enhanced ANG II-induced VSM cell proliferation and the development of atherosclerosis in diabetes. vascular smooth muscle cells; diabetes; chronic hypoxia; cell growth; angiotensin II receptor ARTERIAL WALL HYPOXIA and the associated vascular smooth muscle (VSM) cell proliferation have been implicated in the development of atherosclerosis (7, 23). Moreover, we recently reported (43) that hypoxia directly induces the proliferation of cultured rat aortic VSM cells. Others have shown that hypoxia is also mitogenic to cultured pulmonary artery smooth muscle and endothelial cells (12,13,25). Prevalence of tissue hypoxia and increased VSM cell proliferation is also reported in experimental models of diabetes and hypertension (1,10,28,35,40,45). Elevated glucose concentrations in medium have been shown to produce both hypertrophic and hyperplastic effects in cultured porcine aortic smooth muscle cells (32). We found (43, 44) that high medium glucose also induces the proliferation of cultured VSM cells as well as renal glomerular mesangial cells. In addition, hypoxia potentiates the effect of high medium glucose on the proliferation of both VSM and mesangial cells (43,44). Together, these results strongly suggest an important role for local hypoxia in accelerated VSM cell proliferation in diabetes. The mechanisms responsible for the accelerated VSM cell growth and progression into cardiovascular disease in diabetes remain to be clearly defined.Activation of the renin-angiotensin system (RAS) plays an important role in the pathogenesis of vascular complications of diabetes (16). The primary active component of the RAS, ANG II, causes hypertrophy, hyperplasia, and the deposition of extracellular matrix proteins in VSM cells (19,21,36,49). Interestingly, ANG II-induced proliferation of cultured rat ...