Aim Two-dimensional difference gel electrophoresis(2-D DIGE) and mass spectrum were used to analyse the differential proteins between RAW264.7 cells and foam cells.Methods RAW264.7 cells cultured in vitro was transformed to foam cells by treating with ox-LDL.The total proteins of the RAW264.7 cells and foam cells were extracted and labeled with Cy3 and Cy5.Each Cy3-labeled sample and Cy5-labeled sample were mixed on the same 2-D gel along with a Cy2-labeled mixture of all samples as an internal standard and run on the same gel.All images were analyzed by DeCyder software DIGE technology with internal standard.12 unique proteins were selected,and in which 10 proteins were successfully identified.Results The expression of Stress protein 70,Disulfide bond isomerase and Cytoplasm actin were decreased in foam cells,then the expression of Glucose regulated protein,Eno1 protein,Peroxiredoxin 4,Stathmin 1 and BID protein were increased.Conclusions The proteomics maps of RAW264.7 cells and foam cells were established,and some different proteins were selected and identified.Molecular mechanisms about the formation of foam cells was explored from proteomics-level,and provided new routes and new targets for the intervention study of foam cells transformation to atheromatous plaque.