Objective-The cytokine transforming growth factor- (TGF-) and apolipoprotein E (apoE) play potent antiatherogenic roles. Despite such importance, the mechanisms underlying the regulation of apoE expression by TGF- have not been characterized and were therefore investigated. Methods and Results-Using THP-1 cell line as a model system, with key findings confirmed in primary cultures, we show that TGF- induces the expression of apoE, and this is prevented by pharmacological inhibitors of c-Jun N-terminal kinase (JNK), p38 kinase, and casein kinase 2 (CK2). In support for an important role for these pathways, TGF- activates JNK, p38 kinase, and CK2, and dominant-negative (DN) forms of these proteins inhibit the cytokine-induced apoE expression. TGF- also increases the phosphorylation and expression of c-Jun, a downstream target for JNK action and a component of activator protein-1 (AP-1), and DN c-Jun inhibits the induction of apoE expression in response to the cytokine. AP-1 DNA binding was also induced by TGF-, and the action of p38 kinase, JNK, and CK2 converged on the activation of c-Jun/AP-1. Key Words: apolipoprotein E Ⅲ atherosclerosis Ⅲ macrophage Ⅲ TGF- Ⅲ signal transduction Ⅲ gene expression A therosclerosis, the leading cause of death in Westernized societies, is a form of chronic inflammation regulated by the action of cytokines. 1 Among the cytokines, transforming growth factor- (TGF-) plays a potent antiatherogenic role. 2 For example, TGF- inhibits foam cell formation 3 and the production of NO, 4 induces the expression of tissue inhibitors of metalloproteinases, 5 and stimulates the expression of interleukin-1 receptor antagonist, 6 all of which are largely antiatherogenic actions. The cytokine also acts in an antiinflammatory manner as demonstrated by a profound inflammatory response in TGF--deficient mice. 7 In addition, inhibition of TGF- signaling accelerates the development of atherosclerosis in murine models of the disease. 8 Furthermore, a number of studies have found an inverse association between TGF- levels and the development of atherosclerotic lesions. 2,9 Because TGF- inhibits foam cell formation, it is essential that a detailed understanding is obtained of the action of the cytokine on the expression of key genes implicated in the process and the molecular mechanisms through which this is achieved. Such studies will improve our understanding of the molecular basis of foam cell formation and atherosclerosis and, in the longer term, lead to the identification of potentially novel targets for therapeutic intervention. TGF- inhibits the expression of lipoprotein lipase 10 and scavenger receptors A and CD36, 11-12 implicated in the uptake of cholesterol, and induces the expression of those involved in cholesterol efflux, such as ATP-binding cassette transporters A1 and G1. 3,13 Apolipoprotein E (apoE), a major component of several classes of plasma lipoproteins, is a key stimulator of cellular cholesterol efflux and reverse cholesterol transport. 14 The apoE expressed by mo...