We have previously reported that the introduction of macrophage apoE into mice lacking both apoE and the LDL receptor (apoE(-/-)/LDLR-/-) through bone marrow transplantation (apoE(+/+)/LDLR-/--->apoE(-/-)/LDLR-/-) produces progressive accumulation of apoE in plasma without affecting lipid levels. This model provides a tool to study the effects of physiologically regulated amounts of macrophage apoE on atherogenesis in hyperlipidemic animals. Ten-week-old male apoE(-/-)/LDLR-/- mice were transplanted, with either apoE(+/+)/LDLR-/- (n=11) or apoE(-/-)/LDLR-/- (n=14) marrow. Although there were no differences between the two groups in lipid levels at baseline or at 5 and 9 weeks after transplantation, apoE levels in the apoE(+/+)LDLR(-/-)-->apoE(-/-)/LDLR-/- mice increased to 4 times the apoE levels of normal mice. This resulted in a 60% decrease in aortic atherosclerosis in the apoE(+/+)/LDLR-/--->apoE(-/-)/LDLR-/- compared with the apoE(-/-)/LDLR-/--->apoE(-/-)/LDLR-/- controls, (15,957 +/- 1907 vs. 40,115 +/- 8302 mum(2) +/- SEM, respectively). In a separate experiment, apoE(+/+)/LDLR-/- mice were transplanted with either apoE(+/+)/LDLR-/- or apoE(-/-)/LDLR-/- marrow and placed on a high-fat diet for 8 weeks. In the absence of macrophage apoE, lesion area was increased by 75% in the aortic sinus and by 56% in the distal aorta. These data show that physiologic levels of macrophage apoE in the vessel wall are anti-atherogenic in conditions of severe hyperlipidemia and can affect later stages of plaque development.-Fazio, S., V R_ Babaev, M. E, Burleigh, A. S. Major, A. H. Hasty, and M. F. Linton. Physiologic expression of macrophage apoE in the artery wall reduces atherosclerosis in severely hyperlipidemic mice.