Recent evidence suggests that tumor necrosis factor ␣ (TNF␣) signaling in vascular cells can have antiatherogenic consequences, but the mechanisms are poorly understood. TNF␣ is released by free cholesterol-loaded apoptotic macrophages, and the clearance of these cells by phagocytic macrophages may help to limit plaque development. Macrophage cholesterol uptake induces ATP-binding cassette (ABC) transporter ABCA1 promoting cholesterol efflux to apolipoprotein A-I and reducing atherosclerosis. We show that TNF␣ induces ABCA1 mRNA and protein in control and cholesterolloaded macrophages and enhances cholesterol efflux to apolipoprotein A-I. The induction of ABCA1 by TNF␣ is reduced by 65% in I B kinase -deficient macrophages and by 30% in p38␣-deficient macrophages, but not in jun kinase 1 (JNK1)-or JNK2-deficient macrophages. To evaluate the potential pathophysiological significance of these observations, we fed TNF␣-secreting free cholesterol-loaded apoptotic macrophages to a healthy macrophage monolayer (phagocytes). ABCA1 mRNA and protein were markedly induced in the phagocytes, a response that was mediated both by TNF␣ signaling and by liver X receptor activation. Thus, TNF␣ signals primarily through NF-B to induce ABCA1 expression in macrophages. In atherosclerotic plaques, this process may help phagocytic macrophages to efflux excess lipids derived from the ingestion of cholesterol-rich apoptotic corpses.atherosclerosis ͉ cytokine ͉ ATP-binding cassette transporter A BCA1 belongs to the ATP-binding cassette (ABC) transporter superfamily (1, 2) and promotes efflux of cholesterol and phospholipids from cellular membranes to apolipoprotein A-I (apoA-I) (3). In macrophages, oxysterol-activated liver X receptor (LXR) (4) and retinoid X receptor form a heterodimer that binds to a direct repeat 4 sequence (5, 6) located in the proximal promoter of the ABCA1 gene, resulting in increased gene transcription and increased cholesterol and phospholipid efflux to apoA-I (7). Bone marrow transplantation studies have shown that the expression of ABCA1 in macrophage foam cells has antiatherogenic consequences (8, 9).Atherosclerosis represents an inflammatory reaction in the arterial wall, initiated by the retention of lipoprotein lipids (10, 11). One of the most studied inflammatory cytokines is tumor necrosis factor ␣ (TNF␣), which is active in both human and rodent atherosclerotic plaques (10, 12). Many of the inflammatory properties of TNF␣ suggest that TNF␣ signaling is proatherogenic (13). Paradoxically, other studies have shown that signaling by means of the TNF␣ receptor I (p55) may have an overall atheroprotective effect (14) and moreover that TNF␣ signaling through NF-B in macrophages and vascular smooth muscle cells may be antiatherogenic (14-17). However, the mechanisms of atheroprotective effects of TNF␣ signaling in macrophages are not well understood. In this work, we show that TNF␣ induces ABCA1 through NF-B in macrophages and in phagocytes ingesting apoptotic cells, revealing a previously undescribed antiat...