Abstract-Sequential conversion of estradiol (E) to 2/4-hydroxyestradiols and 2-/4-methoxyestradiols (MEs) by CYP450s and catechol-O-methyltransferase, respectively, contributes to the inhibitory effects of E on smooth muscle cells (SMCs) via estrogen receptor-independent mechanisms. Because medroxyprogesterone (MPA) is a substrate for CYP450s, we hypothesized that MPA may abrogate the inhibitory effects of E by competing for CYP450s and inhibiting the formation of 2/4-hydroxyestradiols and MEs. To test this hypothesis, we investigated the effects of E on SMC number, DNA and collagen synthesis, and migration in the presence and absence of MPA. The inhibitory effects of E on cell number, DNA synthesis, collagen synthesis, and SMC migration were significantly abrogated by MPA. For example, E (0.1mol/L) reduced cell number to 51Ϯ3.6% of control, and this inhibitory effect was attenuated to 87.5Ϯ2.9% by MPA (10 nmol/L). Treatment with MPA alone did not alter any SMC parameters, and the abrogatory effects of MPA were not blocked by RU486 (progesterone-receptor antagonist), nor did treatment of SMCs with MPA influence the expression of estrogen receptor-␣ or estrogen receptor-. In SMCs and microsomal preparations, MPA inhibited the sequential conversion of E to 2-2/4-hydroxyestradiol and 2-ME. Moreover, as compared with microsomes treated with E alone, 2-ME formation was inhibited when SMCs were incubated with microsomal extracts incubated with E plus MPA. Our findings suggest that the inhibitory actions of MPA on the metabolism of E to 2/4-hydroxyestradiols and MEs may negate the cardiovascular protective actions of estradiol in postmenopausal women receiving estradiol therapy combined with administration of MPA. Key Words: estradiol Ⅲ progestins Ⅲ cytochrome P450 Ⅲ metabolism Ⅲ cardiovascular disease Ⅲ vascular remodeling S tudies using pharmacological agents to block or induce the conversion of estradiol to hydroxyestradiols (mediated by CYP450s) and to methoxyestradiols (mediated by catechol-O-methyltransferase acting on hydroxyestradiols) and studies in knockout mice that cannot form methoxyestradiols provide strong evidence that methoxyestradiols mediate the inhibitory effects of estradiol on smooth muscle cell (SMC) DNA and collagen synthesis, as well as SMC proliferation and migration. 1-3 Also, evidence supports the conclusion that methoxyestradiols mediate the inhibitory effects of estradiol on injuryinduced neointima formation, 4 as well as the inhibitory effects of estradiol on cardiac fibroblasts 5 and glomerular mesangial cells, 5 which are relevant for the cardiovascular system. Medroxyprogesterone (MPA) is a synthetic progestin often given concomitantly with estrogens during hormone replacement therapy. However, because MPA is a substrate for CYP450s and is hydroxylated, it is feasible that MPA competes with estradiol for CYP450s and inhibits metabolism of estradiol to hydroxyestradiols and consequently to inhibitory methoxyestradiols.Several observations support this hypothesis: (1) increased adverse ...