The effects of antioxidants on cell proliferation and lipid peroxide formation of cultured aortic smooth muscle cells obtained from normal, hypercholesterolemic and aged rabbits were studied in vitro.α-Tocopherol and coenzyme Q(10) were used as antioxidants.The lipid peroxide content of cells was generated in a time dependent manner with cell proliferation, it remained within the cells and did not accumulate in the media.α-Tocopherol promoted cell proliferation and suppressed the intracellular lipid peroxide formation expressed in terms of DNA content.These effects were significant only in HL-SMC, and were not significant in NR-SMC or Aged-SMC. Coenzyme Q(10) did not effect cell proliferation or lipid peroxide formation.