In human atherosclerosis the development of a cell-poor lipid-rich core is an important feature of atheromatous plaque formation. The core is characterized by extracellular lipid deposition, cholesterol crystals and cell death and is situated in the deep layer of the plaque. The aim of the present study was to localize apoptotic cell death and cell replication in atherosclerotic plaques of cholesterol-fed rabbits in order to examine the hypothesis that core formation is a consequence of an imbalance between cell replication and apoptosis. New Zealand White male rabbits were fed a diet supplemented with 0.3% cholesterol for 16 (n = 5) and 27 weeks (n = 9). Cell replication and cell types were demonstrated by immunohistochemistry and apoptotic cell death was demonstrated by DNA in situ end-labeling (ISEL) and transmission electron microscopy. Quantification was done using a colour image analysis system. The plaques showed a clear distinction between a luminal layer composed of numerous lipid-rich foam cells of macrophage origin and a deep layer which was fibrous, containing extracellular lipid deposits and few smooth muscle cells. Cell replication (expressed as percentage of total number of nuclei) in the superficial layer was higher then in the deep layer at both 16 (5.1 +/- 1.8% vs. 1.2 +/- 0.8%) and 27 weeks (11.3 +/- 2.1% vs. 4.4 +/- 1.0%). This was also the case for the total number of nuclei per 50000 microns2 cross-sectional intimal area (numerical density): 235 +/- 13 vs. 147 +/- 7 at 16 weeks and 130 +/- 10 vs. 89 +/- 11 at 27 weeks. Apoptotic cell death (expressed as percentage of total number of nuclei) was low and there was no difference between the superficial and the deep layers of the plaques (0.8% +/- 0.2% vs. 0.4% +/- 0.2% at 16 weeks and 0.6 +/- 0.2% vs. 1.7% +/- 0.6% at 27 weeks). Our results indicate that the control of cell number in superficial vs. deep regions of the plaque is mainly a consequence of differences in cell replication. This may be due to a gradient of endothelial and plasma-derived growth factors. Cells can disappear by apoptosis, albeit at a relatively low level, throughout the lesion. This process may contribute to the pronounced cell loss in more advanced human atherosclerotic plaques, setting the base for plaque rupture.