Proteins modified by aldehydes generated from oxidized lipids accumulate in cells during oxidative stress and are commonly detected in diseased or aged tissue. The mechanisms by which cells remove aldehyde-adducted proteins, however, remain unclear. Here, we report that products of lipid peroxidation such as 4-HNE (4-hydroxynonenal) and acrolein activate autophagy in rat aortic smooth-muscle cells in culture. Exposure to 4-HNE led to the modification of several proteins, as detected by anti-protein–4-HNE antibodies or protein-bound radioactivity in [³H]4-HNE-treated cells. The 4-HNE-modified proteins were gradually removed from cells. The removal of 4-HNE-modified proteins was not affected by the oxidized protein hydrolase inhibitor, acetyl leucine chloromethyl ketone, or lactacystin, although it was significantly decreased by PSI (proteasome inhibitor I), the lysosome/proteasome inhibitor MG-132 (carbobenzoxy-L-leucyl-L-leucyl-leucinal), insulin or the autophagy inhibitor 3-MA (3-methyladenine). Pre-incubation of cells with rapamycin accelerated the removal of 4-HNE-modified proteins. Treatment with 4-HNE, nonenal and acrolein, but not nonanal or POVPC (1-palmitoyl-2-oxovaleroyl phosphatidyl choline), caused a robust increase in LC3-II (microtubule-associated protein 1 light chain 3-II) formation, which was increased also by rapamycin, but prevented by insulin. Electron micrographs of 4-HNE-treated cells showed extensive vacuolization, pinocytic body formation, crescent-shaped phagophores, and multilamellar vesicles. Treatment with 3-MA and MG-132, but not proteasome-specific inhibitors, induced cell death in 4-HNE-treated cells. Collectively, these results show that lipid peroxidation-derived aldehydes stimulate autophagy, which removes aldehyde-modified proteins, and that inhibition of autophagy precipitates cell death in aldehyde-treated cells. Autophagy may be an important mechanism for the survival of arterial smooth-muscle cells under conditions associated with excessive lipid peroxidation.