The purpose of this study was to investigate the actions of intraperitoneal macrophages and aortic endothelial cells (EC) as the cause of proliferation of primary cultured smooth muscle cells (SMC) of the aorta in non-insulin-dependent diabetes mellitus (NIDDM) models, including spontaneously diabetic GK and streptozotocin-diabetic Wistar rats. Conditioned medium derived from macrophages of GK rats increased proliferation of SMC in Wistar rats to a greater extent when compared to normal Wistar rats in conditioned medium. Serum of both GK rats and of Wistar rats which was previously exposed to 16.7 and 25 mM glucose (glycated serum) activated normal macrophages, enhancing SMC proliferation. However, glycated serum and high concentrations of glucose did not affect directly the proliferation of SMC. Conditioned medium from EC of streptozotocin-Wistar rats enhanced SMC proliferation. The enhancing activity of EC in diabetic rats was mimicked by conditioned medium from glycated EC but not from EC treated with the diabetic rat serum nor glycated bovine serum albumin. Cholesterol (39 microg/ml) potentiated the action of glycated serum on macrophages, but neither the action of normal macrophages nor the direct action of SMC was affected. Both the actions of glycated serum and cholesterol were inhibited by a polyclonal platelet-derived growth factor-BB antibody. However, low density lipoprotein (LDL), acetylated LDL and oxidized LDL (25 microg/ml) did not potentiate the action of glycated serum. These results demonstrate that glycated serum in the NIDDM model predominantly activated macrophages, resulting in proliferation of SMC by the release of platelet-derived growth factor-BB. Cholesterol potentiated the actions of glycated serum on macrophages.