The aim of this study is to explore the underlying mechanisms of transplant arteriosclerosis (TA) based on intimal thickening, involving activation of vascular smooth muscle cells (VSMCs) and angiogenesis. The effect of Adenovirus mediated anti-sense ERK2 (Adanti-ERK2) gene therapy on TA is also to be examined. Methods: A rat aorta transplantation model (BN→Lewis) was employed. The animals were divided into: (1) the isograft group (n=6), (2) the empty control group (n=6), (3) the Ad-LacZ group (n=6), and (4) the adanti-ERK2 group (n=6). At 60 days after transplantation, the grafts were collected for pathology. The ratio of intima/(intima□media) was documented. The staining of α-actin and PDGF-BB was performed to analyze migration and secretion of VSMCs. The angiogenesis was evaluated and the COX-2 staining was detected. Result: The isografts showed a normal histology, the allografts from the empty control group and the Ad-LacZ group displayed a typical TA lesion, while the pathology was significant improved in the adanti-ERK2 group. The ratio of intima/(intima+media) were 7.6±2.1%, 81.4±6.7%, 85.9±9.4%, and 15.9±4.1% in the isograft group, the empty control group, the Ad-LacZ group, and the adanti-ERK2 group, respectively. The α-actin+ cells in the intima per vision filed (x400) were 2.1±1.1, 71.3±9.2, 76.4±11.3, and 34.8±5.3, the PDGF-BB+ cells were 0.9±0.5, 28.4±3.4, 29.1±3.2, and 8.6±1.7, the COX-2+ cells in the new capillaries were none, 36.3±8.3, 40.9±9.2, and 10.4±3.9. P< 0.05 was observed between the isograft group, the empty control and the Ad-LacZ group, and the Adanti-ERK2 group. Conclusion: Intimal thickening is one key feature of TA. The mechanisms involve the activation of VSMC (proliferation, migration and secretion), and the accompanying angiogenesis. Adanti-ERK2 gene therapy modulates the mechanisms, and protects allograft against TA.