An endothelial cell (EC) smooth muscle cell (SMC) co-culture model of the arterial wall was used to study the effect of fluid shear stress on EC behavior. This model, in addition to being a more realistic tissue analogue, is a valuable research tool for studying the effects of mechanical stimulation upon the behavior of both SMCs and ECs. In the present study, a 10% cyclic strain was used to alter the characteristics of an SMC-seeded collagen gel. This form of strain preconditioning resulted in a rearrangement of the vessel wall that yielded circumferentially oriented cells and collagen fibrils. The preconditioned collagen gel was subsequently seeded with ECs and exposed to fluid-induced shear stress (10 dynes/cm2) for 48 hr. In the absence of flow, ECs seeded on slab constructs were oriented with the underlying collagen fibrils. Sheared constructs exhibited ECs oriented in the flow direction. Shear stress also affected EC proliferation, reducing the total number of dividing ECs by as much as 48 percent compared to unsheared constructs. The shear-induced reduction in proliferation was further enhanced when constructs were first strain-preconditioned (64% reduction). Moreover, conditioned media from shear stress experiments inhibited proliferation of ECs seeded on tissue culture plastic. These results suggest that EC response to fluid shear stress in a collagen co-culture model is influenced by the underlying substrate, and one that in this study is modified by strain preconditioning.