Tissue factor (TF), an integral membrane glycoprotein, is a cofactor for coagulation factor VIIa (FVIIa) and primary cellular initiator of the coagulation. Upon vascular injury or in disease conditions, blood comes in contact with TF, and the formation of TF-FVIIa complex initiates activation of the coagulation cascade. While TF is critical for the maintenance of hemostasis, aberrant expression of TF activity could lead to thrombotic disorders. Typically, most of TF on cell surfaces exist in a cryptic, coagulant inactive state, and an "activation" step (decryption) is essential for the transformation of cryptic TF to prothrombotic TF. Our recent studies showed that sphingomyelin (SM) in the outer leaflet of the plasma membrane is responsible for maintaining TF in an encrypted state in resting cells. The hydrolysis of SM, by either bacterial sphingomyelinase (bSMase) or acid-sphingomyelinase (ASMase) translocated from lysosomes to the outer leaflet in response to ATP, LPS or cytokine stimulation, increased TF activity on intact cells without altering TF protein levels. SM hydrolysis also led to the release of TF+ microvesicles (MVs). Inhibition of ASMase by functional inhibitors blocked LPS-induced TF procoagulant activity without impairing LPS-induced TF antigen levels in both in vitro and in vivo model systems. SM levels in the plasma membrane are regulated primarily by SM synthesizing enzymes, such as sphingomyelin synthases (SMS) 1 and 2 or SM hydrolyzing enzymes, such as ASMase and neutral SMases (nSMase). Many disease conditions, including diabetes, ischemia/hypoxia, and cancer, alter SM metabolism by altering the activities of the above enzymes. These diseases are also known to have increased thrombotic risk. To investigate the importance of SM metabolism in regulating TF procoagulant activity through TF encryption and decryption, we either overexpressed or silenced the enzymes involved in SM metabolism and determined their effect on TF procoagulant activity on intact cells and the release of TF+ MVs. Human monocyte-derived macrophages (MDMs) or human embilical vein endothelial cells (HUVEC) were chosen as cell model systems. In the first set of experiments, MDMs were transfected with adenovirus encoding SMS1, SMS2, or both to overexpress SMS. Analysis of SM levels in the outer leaflet by confocal microscopy and flow cytometry using SM specific binding protein (lysenin) revealed that overexpression of SMS1 or SMS2 increased SM levels in the outer leaflet. Measurement of TF activity on intact cells showed that overexpression of either SMS1 or SMS2 reduced both basal TF activity and the extent of increased TF activity following ATP or bSMase treatment. Overexpression of SMS1 or SMS2 also decreased the release of TF+ MVs. Overexpression of SMS1 or SMS2 had no significant effect on TF antigen levels. In the next set of experiments, MDMS were transfected with control scrambled RNA (scRNA) or siRNA specific for ASMase, nSMase1, nSMase2, or nSMase3. As expected from our earlier studies, ASMase silencing attenuated both basal and ATP-induced increased TF activity in MDMs. In case of nSMases, the knock-down of nSMase2 or nSMase3, but not nSMase1, reduced basal TF activity as well as ATP-induced TF decryption in MDMs. Analysis of SM levels in the outer leaflet showed that silencing of ASMase, nSMase2, or nSMase3 enhanced the SM content. The knock-down of either ASMase or nSMases did not affect TF antigen levels. In additional studies, HUVECs were transfected with control scRNA or siRNA specific for nSMase1, nSMAse2, or nSMase3. Forty eight hour post-transfection, HUVECs were stimulated with TNFα (10 ng/ml) plus IL-1β (10 ng/ml) for 6 h to induce TF expression. Analysis of cell surface TF activity showed that silencing nSMase2 or nSMase3, but not nSMase1, attenuated TNFα+IL-1β-induced TF procoagulant activity without decreasing TNFα+IL-1β-induced TF antigen levels. Overall, our data support the hypothesis that alterations in SM metabolism regulate TF procoagulant activity through encryption and decryption. Disclosures Rao: Takeda: Research Funding.