We have developed cultures of smooth muscle cells (SMC) isolated from arterial hypercholesterolemic chicks (cholesterol-SMC). These cultures are suitable for the study at the molecular level of the changes in arterial SMC induced by a cholesterol diet. By using a strong dose of cholesterol (5%) for 10 d, we obtained very proliferative SMC which became foam cells after 30 d in culture. On the other hand, SMC cultures isolated from control-fed chicks had a lower growth rate than the SMC ones under the same culture conditions. DNA synthesis was fourfold greater in cholesterol-SMC than in control-SMC cultures. Intracellular cholesterol concentrations were the same in both cholesterol and control SMC during the first 14 d of culture but afterward increased in differing ways: after 20 d of culture the cholesterol-SMC increased their cholesterol content to double the control. We give here the results obtained from transmission electron microscopy, lipid analysis, proliferation studies, DNA, RNA and protein synthesis, and then discuss their implications.