Edited by Jeffrey E. PessinDiabetes is a major risk factor for the development of atherosclerosis, but the mechanism by which hyperglycemia accelerates lesion development is not well defined. Insulin and insulinlike growth factor I (IGF-I) signal through the scaffold protein insulin receptor substrate 1 (IRS-1). In diabetes, IRS-1 is downregulated, and cells become resistant to insulin. Under these conditions, the IGF-I receptor signals through an alternate scaffold protein, SHPS-1, resulting in pathophysiologic stimulation of vascular smooth muscle cell (VSMC) migration and proliferation. These studies were undertaken to determine whether IRS-1 is functioning constitutively to maintain VSMCs in their differentiated state and, thereby, inhibit aberrant signaling. Here we show that deletion of IRS-1 expression in VSMCs in nondiabetic mice results in dedifferentiation, SHPS-1 activation, and aberrant signaling and that these changes parallel those that occur in response to hyperglycemia. The mice showed enhanced sensitivity to IGF-I stimulation of VSMC proliferation and a hyperproliferative response to vascular injury. KLF4, a transcription factor that induces VSMC dedifferentiation, was up-regulated in IRS-1 ؊/؊ mice, and the differentiation inducer myocardin was undetectable. Importantly, these changes were replicated in wild-type mice during hyperglycemia. These findings illuminate a new function of IRS-1: that of maintaining cells in their normal, differentiatedstate.BecauseIRS-1isdown-regulatedinstatesofinsulinresistance that occur in response to metabolic stresses such as obesity and cytokine stimulation, the findings provide a mechanism for understanding how patients with metabolic stress and/or diabetes are predisposed to developing vascular complications.Diabetes is a major predisposing factor for the development of atherosclerosis. The diabetes control complications trial showed that patients with type 1 diabetes who maintained a hemoglobin A-1 C value 1.2% lower than control subjects for 7 years had a significantly reduced rate of vascular disease events during the 20-year follow-up period (1). Similarly the United Kingdom prospective trial demonstrated a significant benefit of lowering glucose in type 2 diabetics on cardiovascular risk (2). Despite intense analysis, the molecular mechanism by which glucose lowering results in a clinical benefit has remained poorly defined. Insulin and insulin-like growth factor I (IGF-I) 2 signal through a scaffold protein termed insulin receptor substrate 1 (IRS-1) (3). The insulin and IGF-I receptor tyrosine kinases directly phosphorylate IRS-1, and these phosphotyrosines recruit the p85 subunit of PI3K and Grb-2, thereby activating the PI3K and MAPK pathways (4). In differentiated cells, these IRS-1-linked signaling cascades promote glucose influx; glycogen, lipid, and protein synthesis; as well as changes in gene expression (5). Under normal physiologic conditions, both insulin and IGF-I stimulate differentiated cell functions through IRS-1 activation (6 -7). In re...