Although the 150 kDa oxygen-regulated protein (ORP150) is known as a protein induced by low oxygen tension or ischemical insult, its possible role has not been fully investigated in vivo. To investigate the intracellular function of this protein, we generated the ORP150 over-expressing transgenic mice (ORP-Tg mice) under beta-actin promoter, and established three independent lines of the transgene expressed mice. All lines invariably showed growth retardation. Over-expression of ORP150 was confirmed by western blotting in heart, brain, spleen, skeletal muscle, pancreas, lung, thymus, and kidney. To ascertain the relationship between the over-expression of the ORP150 and the growth retardation in the transgenic mice, we examined pathological changes in the transgenics. In the ORP-Tg mice, vacuolar degeneration appeared in the heart. The degeneration in the myocytes became conspicuous with advancing age. Immunostaining demonstrated ORP150 in the vacuoles of degenerating myocytes. Electron microscopical findings revealed striking development of intracellular membrane system, for example, rough endoplasmic reticula (rER), vacuoles and Golgi bodies, swelling of sarcoplasmic reticulum, and lysis of myofibrils and mitochondria. These findings indicate that ORP150 may locate in the rER and other outer compartment of ER, and that constitutive over-expression of ORP150 in the heart induces vacuolar degeneration in myocytes, resulting in growth retardation of the transgenics.