Abstract-Atherosclerosis and arterial injury-induced neointimal hyperplasia involve medial smooth muscle cell (SMC) proliferation and migration into the arterial intima. Because many 7-transmembrane and growth factor receptors promote atherosclerosis, we hypothesized that the multifunctional adaptor proteins -arrestin1 and -2 might regulate this pathological process. Deficiency of -arrestin2 in ldlr Ϫ/Ϫ mice reduced aortic atherosclerosis by 40% and decreased the prevalence of atheroma SMCs by 35%, suggesting that -arrestin2 promotes atherosclerosis through effects on SMCs. To test this potential atherogenic mechanism more specifically, we performed carotid endothelial denudation in congenic wild-type, -arrestin1 Ϫ/Ϫ , and -arrestin2 Ϫ/Ϫ mice. Neointimal hyperplasia was enhanced in -arrestin1mice, and diminished in -arrestin2 Ϫ/Ϫ mice. Neointimal cells expressed SMC markers and did not derive from bone marrow progenitors, as demonstrated by bone marrow transplantation with green fluorescent protein-transgenic cells. Moreover, the reduction in neointimal hyperplasia seen in -arrestin2 Ϫ/Ϫ mice was not altered by transplantation with either wild-type or -arrestin2 Ϫ/Ϫ bone marrow cells. After carotid injury, medial SMC extracellular signal-regulated kinase activation and proliferation were increased in -arrestin1Ϫ/Ϫ and decreased in -arrestin2 Ϫ/Ϫ mice. Concordantly, thymidine incorporation and extracellular signal-regulated kinase activation and migration evoked by 7-transmembrane receptors were greater than wild type in -arrestin1 Ϫ/Ϫ SMCs and less in -arrestin2 Ϫ/Ϫ SMCs. Proliferation was less than wild type in -arrestin2 Ϫ/Ϫ SMCs but not in -arrestin2 Ϫ/Ϫ endothelial cells. We conclude that -arrestin2 aggravates atherosclerosis through mechanisms involving SMC proliferation and migration and that these SMC activities are regulated reciprocally by -arrestin2 and -arrestin1. These findings identify inhibition of -arrestin2 as a novel therapeutic strategy for combating atherosclerosis and arterial restenosis after angioplasty.