Endothelial cells (ECs) are activated in response to high-fl ow. Our previous studies using arteriovenous fi stula (AVF) model have demonstrated that high-fl ow in blood vessels induces an early and rapid proliferation of ECs before arterial dilatation. Here, we investigated the proliferation of ECs, which had once been stimulated by high-fl ow loading, in a situation without the infl uence of high-fl ow. First, we induced high-fl ow in the rabbit common carotid artery by using AVF. Then, we removed the infl uence of high-fl ow by normalization of high-fl ow with the closure of AVF or by removal of fl ow itself with tissue isolation and organ culture or with cell culture of ECs, at the timing considered that ECs began to proliferate. Kinetics of ECs was investigated by a laser scanning confocal microscopy, phase-contrast microscopy and light microscopy using bromodeoxyuridine labeling method. We found that ECs, which had once been stimulated by high-flow, transiently proliferated even after normalization of high-fl ow or removal of fl ow. We assume that proliferation of ECs is promised when these cells start to proliferate after high-fl ow loading.Arteries are remodeled in response to a change of blood fl ow or wall shear stress (2, 5). Endothelial cells (ECs) are considered to detect the wall shear stress on the surface of themselves and play an important role in arterial remodeling (4). Our previous studies have demonstrated that high-flow induces the proliferation of arterial ECs before arterial dilatation in dogs, rats and rabbits by using arterio-venous fistula (AVF) model (5-9, 11, 12). This proliferation of ECs is the most distinct and earliest morphological change (5, 9), and is an initial change of the remodeling. However, mechanisms of the proliferation are still uncertain. In our high-flow model performed so far (5, 9), high-fl ow was continuing during the whole experimental period. Therefore, it is not certain whether continuous highflow is necessary during the whole period of the proliferation of ECs or only transient high-fl ow is required at the beginning of the proliferation of ECs. The purpose of this study is to investigate the proliferation of ECs, which have once been stimulated by high-fl ow loading, in a situation without the infl uence of high-fl ow. Here, we removed the infl uence of high-fl ow by 1) normalization of highflow with AVF closure, 2) removal of flow with isolation and organ culture of the artery or 3) with in vitro culture of ECs immediately after the timing considered that ECs began to proliferate. Kinetics of ECs was investigated by bromodeoxyuridine (BrdU) labeling (1,5,(8)(9)(10). We found that ECs once been stimulated by high-fl ow proliferated even after nor-