Arterial smooth muscle cells synthesize matrix macromolecules In response to mechanical stimulation. Exposure to serum llpids also stimulates connective tissue fiber accumulation. To assess the effect of serum llplds on the blosynthetic response to tensile stress, we subjected rabbit aortic smooth muscle cells that were cultured on purified elastin membranes to cyclic stretching and relaxation 50 times per minute In the presence of serum-free medium (SFM), normolipemic serum (NLS), or hyperlipemic serum (HLS). Incorporation of 14 C-prollne Into prollne and Into hydroxyprollne was taken as a measure of protein and collagen synthesis. When cells were grown in plastic Petrl dishes, exposure to NLS or HLS Increased both protein and collagen production to the same extent compared to synthesis In SFM (1.7 times for NLS and 1.6 times for HLS; p<0.001 compared to SFM). For cells grown on stationary elastin membranes, NLS and HLS also Increased protein and collagen synthesis compared to SFM. The effect of NLS was 1.35 times that of HLS for protein and 1.43 times greater for collagen (p<0.03). Cyclic stretching In SFM doubled synthesis for both protein (p<0.002) and collagen (p<0.002) compared to stationary controls, but had no effect on synthesis In NLS. In HLS, however, cyclic stretching elevated synthesis to the same level as was found In NLS (p<0.003). We conclude that the relative Inhibition of synthesis on stationary membranes by HLS was not due to a toxic effect, since HLS Increased synthesis both In Petrl dishes and on elastin membranes, and the amplifying effect of cyclic stretching In HLS was similar to that seen In SFM. The Interactive effects of mechanical stimulation and hyperllpemla may help to account for Individual differences In wall and plaque composition during atherogenesls. (Arteriosclerosis 9:446-452, July/August 1989) S mooth muscle cells may modify their macromolecular microenvironment by synthesizing elastin, collagen, and glycosaminoglycans. 1 • 23 Some of these changes have been associated with mechanical stimuli. During early growth, for example, differences in the rate of matrix fiber accumulation between the ascending aorta and the pulmonary trunk correspond closely to the respective rates of increase of mural tensile stress despite the persistent similarity of cell content for the two vessel segments. 4 In adult mammals, the number and microarchitecture of the musculoelastic layers of the media of homologous arteries is related to vessel diameter and curvature 56 and, therefore, to the distribution of tensile stress in the vessel wall. Under conditions of hypertension, the number of transmural layers may not change, but the cross-sectional area of the media increases in propor-