In an attempt to understand the role of apoptosis in the development of atherosclerosis, we examined lesions developed in the aortas of apo E- and LDL receptor-deficient mice, murine models of atherosclerosis, and determined frequency, spatial distribution and cell types of apoptotic cells in each lesion. Terminal deoxunucleotidyl transferase-mediated dUTP nick end labeling (TUNEL) and nuclear staining with propidium iodide were used to demonstrate apoptotic cells. Most of the TUNEL-positive cells were filled with fat and distributed in close proximity to lipid pools. The TUNEL-positive cells in the intimal side of the lipid cores were macrophages, while same of those in the adventitial side were: smooth muscle cells. These observations suggest that apoptosis is involved in the active turnover of foam cells of both macrophage- and smooth muscle cell-lineage. Oxidized LDL existing in hyperlipidemia-induced atherosclerotic lesions is reported to be cytotoxic, and oxysterols are presumed to mediate its cytotoxicity. To elucidate the molecular mechanism, we established murine macrophage-like P388-D1 cells which over-express Bcl-2 protein by retorvirus-mediated gene transfer. Oxysterols (7-ketocholesterol, 25-hydroxycholesterol) induced nuclear condensation and oligonucleosomal DNA fragmentation, which were partially inhibited by Bcl-2 over-expression. Though CPP32 inhibitor suppressed the cell death in control cells. it showed no additive protection in the cells over-expressing Bcl-2. These findings indicate that oxysterols induce apoptosis via Bcl-2-inhibitable and -uninhibitable pathways, and the former depends on CPP32 activation.