The caveolin gene family consists of caveolins 1, 2, and 3. Caveolins 1 and 2 are co-expressed in many cell types, such as endothelial cells, fibroblasts, smooth muscle cells and adipocytes, where they form a heteroligomeric complex. In contrast, the expression of caveolin-3 is muscle-specific. Thus, the expression of caveolin-1 is required for caveolae formation in nonmuscle cells, while the expression of caveolin-3 drives caveolae formation in striated muscle cell types (cardiac and skeletal). To create a truly caveolae-deficient mouse, we interbred Cav-1 null mice and Cav-3 null mice to generate Cav-1/Cav-3 double-knockout (Cav-1/3 dKO) mice. Here, we report that Cav-1/3 dKO mice are viable and fertile, despite the fact that they lack morphologically identifiable caveolae in endothelia, adipocytes, smooth muscle cells, skeletal muscle fibers, and cardiac myocytes. We also show that these mice are deficient in all three caveolin gene products, as caveolin-2 is unstable in the absence of caveolin-1. Interestingly, Cav-1/3 dKO mice develop a severe cardiomyopathy. Caveolae are 50-to 100-nm omega-shaped invaginations of the plasma membrane found in various tissue types. The principal structural proteins of caveolar membranes are encoded by the caveolin gene family (caveolin-1, -2, and -3). Caveolin-1 and -2 are co-expressed in numerous tissue types, with particularly high expression in adipocytes, endothelial cells, fibroblasts, and epithelial cells.1,2 Caveolin-3, on the other hand, is muscle-specific, being highly expressed in all muscle tissues, such as skeletal muscle, diaphragm, and heart. 3,4 Caveolin-1 and -3 form ϳ350-kd homo-oligomers made up of ϳ14 -16 caveolin monomers. These homooligomers serve as the basic structural units that drive the formation of caveolae membranes. In contrast, Cav-2 either homodimerizes or forms high molecular mass hetero-oligomers with Cav-1.5-7 Cav-1 and Cav-3 are both independently necessary and sufficient to drive caveolae formation in heterologous expression systems, while Cav-2 requires the presence of Cav-1 for proper membrane targeting and stabilization. In the absence of