Vascular smooth muscle cells (VSMC) undergo many phenotypic changes when placed in culture. Several studies have shown that the levels of expression of soluble guanylyl cyclase (sGC) or cGMP-dependent protein kinase (PKG) are altered in cultured VSMC. In this study the mechanisms involved in the coordinated expression of sGC and PKG were examined. Pro-inflammatory cytokines that increase the expression of type II NO synthase (inducible NO synthase, or iNOS) decreased PKG expression in freshly isolated, non-passaged bovine aortic SMC. However, in several passaged VSMC lines (i.e. bovine aortic SMC, human aortic SMC, and A7r5 cells), PKG protein expression was not suppressed by cytokines or NO. sGC was highly expressed in nonpassaged bovine aortic SMC but not in passaged cell lines. Restoration of expression of sGC to passaged bovine SMC using adenovirus encoding the ␣ 1 and  1 subunits of sGC restored the capacity of the cells to increase cGMP in response to NO. Furthermore, treatment of these sGC-transduced cells with NO donors for 48 h resulted in decreased PKG protein expression. In contrast, passaged rat aortic SMC expressed high levels of NOresponsive sGC but demonstrated reduced expression of PKG. Adenovirus-mediated expression of the PKG catalytically active domain in rat aortic SMC caused a reduction in the expression of sGC in these cells. These results suggest that there is a mechanism for the coordinated expression of sGC and PKG in VSMC and that prolonged activation of sGC down-regulates PKG expression. Likewise, the loss of PKG expression appears to increase sGC expression. These effects may be an adaptive mechanism allowing growth and survival of VSMC in vitro.The nitric oxide (NO)-cGMP signaling pathway plays a critical role in vascular function (1, 2). Cyclic GMP is a second messenger that is generated by cytoplasmic soluble guanylyl cyclases (sGCs), 1 which are activated by NO, or particulate guanylyl cyclases, which are activated by peptide hormones such as atrial natriuretic peptide. sGC is a heterodimer that consists of two subunits, termed ␣ and , which are linked by disulfide bonds, and has a prosthetic heme group covalently bound to the heterodimer (1, 2). NO activates cGMP synthesis by binding to the heme, leading to the conversion of GTP to cGMP. Although two isoforms of each subunit have been cloned from rat and bovine lung, the a 1 b 1 heterodimer has been found in most tissues and cell types, including vascular smooth muscle cells (VSMC) (3-6). NO and cGMP are involved in many physiological processes such as VSMC relaxation, apoptosis, proliferation, migration, and extracellular matrix production (7-10). An important cGMP receptor protein expressed in VSMC is cGMP-dependent protein kinase (PKG), which is ultimately responsible for mediating the effects of cGMP in vascular smooth muscle relaxation (11). There are two distinct genes encoding PKG in mammalian cells, the type I and type II genes (12, 13). Type I, which is the gene product expressed in VSMC, exists as two isoforms, PKG I␣...