White carneau (WC) pigeons develop spontaneous atherosclerosis in contrast to atherosclerosis-resistant show racer (SR) pigeons. In this study, cellular and extracellular components and smooth muscle cell (SMC) proliferation rates of specific aortic sites were assessed in both breeds of pigeons prior to lesion development. The atherosclerosis-susceptible site of the WC aorta was characterized by larger lumen diameter without accompanying increase in wall thickness, as well as by SMC hypocellularity, increased proteoglycan content and higher elastin content. For both breeds, cells derived from the lesion site had lower proliferation rates compared to proximal aortic control sites. WC cells had greater proliferation rates than SR cells (109% greater at the atherosclerosis-prone site and 133% greater at the control site). Fibroblast growth factor (FGF) increased the proliferation of WC lesion site cells compared to SR cells (79% vs. 35%); whereas, transforming growth factor beta (TGFbeta) reduced growth in SR but not in WC cells. Differences in hemodynamic properties, in cell-matrix, elastin, proteoglycan and proliferation rates of cells and responses to FGF and TGFbeta in cells of the atherosclerosis-prone area have been identified as potential contributors to the enhanced atherosclerosis potential of this site in WC pigeons.