Atherosclerosis is a disorder of lipid metabolism as well as a chronic inflammatory disease. Cyclooxygenase-2 (COX-2), an inducible isoform responsible for high levels of prostaglandin production during inflammation and immune responses, mediates a variety of biological actions involved in vascular pathophysiology. We have previously shown that COX-2 gene expression is dramatically induced by a lipid-derived endogenous electrophile, 4-hydroxy-2-nonenal (HNE) (Kumagai, T., Matsukawa, N., Kaneko, Y., Kusumi, Y., Mitsumata, M., and Uchida, K. (2004) J. Biol. Chem. 279, 48389 -48396). In the present study, based on the finding that HNE induced COX-2 expression only in the serum-containing media, we characterized a serum component essential for the HNE-induced COX-2 induction and found that low density lipoprotein (LDL) that had been denatured by freeze-thawing or oxidized LDL might be involved in the COX-2 induction. Moreover, we characterized the cellular events triggered by the combined stimulus of HNE and oxidized LDL and established that COX-2 induction is regulated by two sets of signaling mechanisms, one for the up-regulation of the scavenger receptor CD36 by HNE and one for the CD36-mediated COX induction by oxidized LDL. These findings represent a demonstration of a link between lipoprotein modification and activation of the inflammatory potential of macrophages.Atherosclerosis is a disorder of lipid metabolism as well as a chronic inflammatory disease. Monocyte-derived macrophages play a prominent role in the formation and progression of atherosclerotic plaque, particularly after their transformation into foam cells. When activated by inflammatory stimuli, the macrophages synthesize and secrete various mediators, including cytokines, prothrombotic substances, and eicosanoids, which cause the clinical manifestations and acute clinical complications of atherosclerosis. The eicosanoids derived from the metabolism of arachidonate have been extensively investigated because several studies have focused on their close relation to atherogenesis (1, 2). In macrophages as well as in other cell types arachidonate metabolites are synthesized by the cyclooxygenase enzyme. Presently, two isoforms of cyclooxygenase have been identified; cyclooxygenase-1 (COX-1), 2 which is the constitutive form, and cyclooxygenase-2 (COX-2), which is the inducible form. COX-1 is present under normal conditions in most tissues and is responsible for housekeeping functions. On the other hand, COX-2 is not normally present under basal conditions or is present in very low amounts. COX-2 is rapidly induced by various stimuli, including proinflammatory cytokines, such as interleukin-1 and tumor necrosis factor-␣, growth factors, and tumor promoters, to result in prostaglandin synthesis associated with inflammation and carcinogenesis (3). Substantial evidence indicates that unregulated COX-2 expression and prostaglandin synthesis influence chronic inflammatory conditions, including atherosclerosis and its complications (3-5).Various lines of ev...