Cyclin-dependent kinase inhibitors, p21^Cip1 and p27^Kip1, are upregulated during vascular cell proliferation and negatively regulate growth of vascular cells. We hypothesized that absence of either p21^Cip1 or p27^Kip1 in apolipoprotein E (apoE)-deficiency may increase atherosclerotic plaque formation. Compared to apoE^−/− aortae, both apoE^−/−/p21^−/− and apoE^−/−/p27^−/− aortae exhibited significantly more atherosclerotic plaque following a high-cholesterol regimen. This increase was particularly observed in the abdominal aortic regions. Deficiency of p27^Kip1 accelerated plaque formation significantly more than p21^−/− in apoE^−/− mice. This increased plaque formation was in parallel with increased intima/media area ratios. Deficiency of p21^Cip1 and p27^Kip1 accelerates atherogenesis in apoE^−/− mice. These findings have significant implications for our understanding of the molecular basis of atherosclerosis associated with excessive proliferation of vascular cells.