Dietary flaxseed has been shown to have potent anti-atherogenic effects in rabbits. The purpose of the present study was to investigate the anti-atherogenic capacity of flaxseed in an animal model that more closely represents the human atherosclerotic condition, the LDL receptor deficient mouse (LDLrKO), and to identify the cellular mechanisms for these effects. LDLrKO mice were administered a regular diet (RG), a 10% flaxseed supplemented diet (FX), or an atherogenic diet containing 2% cholesterol, alone (CH) or supplemented with 10% flaxseed (CF), 5% flaxseed (CF5), 1% flaxseed (CF1), or 5% coconut oil (CS) for 24 weeks. LDLrKO mice fed a cholesterol supplemented diet exhibited a rise in plasma cholesterol without a change in triglycerides, and an increase in atherosclerotic plaque formation. The CS mice exhibited elevated levels of plasma cholesterol, triglycerides and saturated fatty acids, and an increase in plaque development. Supplementation of the cholesterol-enriched diet with 10% wt/wt ground flaxseed lowered plasma cholesterol and saturated fatty acids, increased plasma ALA and inhibited plaque formation in the aorta and aortic sinus as compared to mice supplemented with only dietary cholesterol. The expression of proliferating cell nuclear antigen (PCNA) and the inflammatory markers IL-6, mac-3, and VCAM-1 was increased in aortic tissue from CH and CS mice. This expression was significantly reduced or normalized when flaxseed was included in the diet. Our results demonstrate that dietary flaxseed can inhibit atherosclerosis in the LDLrKO mouse through a reduction of circulating cholesterol levels and, at a cellular level, via anti-proliferative and anti-inflammatory actions.