.-Phosphatidylinositol 3-kinase (PI3K) is required for smooth muscle cell (SMC) proliferation. This study reports that inhibitors of PI3K also prevent SMC migration and block neointimal hyperplasia in an organ culture model of restenosis. Inhibition of neointimal formation by LY-294002 was concentration and time dependent, with 10 M yielding the maximal effect. Continuous exposure for at least the first 4 -7 days of culture was essential for significant inhibition. To assess the role of matrix metalloproteinases (MMPs) in this process, we monitored MMP secretion by injured vessels in culture. Treatment with LY-294002 selectively reduced active MMP-2 in media samples according to zymography and Western blot analysis without concomitant changes in latent MMP-2. Parallel results with wortmannin indicate that MMP-2 activation is PI3K dependent. Previous research has shown a role for both furin and membrane-type 1 (MT1)-MMP (MMP-14) in the activation of MMP-2. The furin inhibitor decanoylArg-Val-Lys-Arg-chloromethylketone did not prevent MMP-2 activation after balloon angioplasty. In contrast, balloon angioplasty induced a significant increase in the levels of MT1-MMP, which was suppressed by LY-294002. No change in MT1-MMP mRNA was observed with LY-294002, because equivalent amounts of this mRNA were present in both injured and noninjured vessels. These results implicate PI3K-dependent regulation of MT1-MMP protein synthesis and subsequent activation of latent MMP-2 as critical events in neointimal hyperplasia after vascular injury. matrix metalloproteinase; LY-294002; wortmannin; furin; restenosis PHOSPHATIDYLINOSITOL 3-KINASE (PI3K) is a heteromeric protein consisting of an 85-kDa (p85) regulatory subunit and a 110-kDa (p110) catalytic subunit. PI3K functions as a lipid kinase and phosphorylates phosphoinositides on the 3Ј position of the inositol ring. The biological functions of PI3K can be grouped into four distinct categories: mitogenic signaling, inhibition of apoptosis, cell adherence and motility, and intracellular vesicle trafficking (5). A role in cell motility and cell adherence was indicated by evidence showing PDGF-dependent membrane ruffling and chemotaxis requires an interaction between PI3K and the PDGF receptor (25,55). In addition, PI3K is involved in microtubule reassembly in response to both insulin and PDGF (21) and actin rearrangement by PDGF (59). The involvement of PI3K in growth factor regulation of integrins and cell adherence has also been established (16,23). In particular, PI3K has been shown to associate with focal adhesion kinase (FAK) as well as participate in PDGF-mediated phosphorylation of both FAK and paxillin (40). A recent study (41) has also demonstrated that PI3K promotes cell migration on fibronectin by facilitating the binding of FAK to Src and p130Cas