The SM22␣ promoter has been used as a model system to define the molecular mechanisms that regulate smooth muscle cell (SMC) specific gene expression during mammalian development. The SM22␣ gene is expressed exclusively in vascular and visceral SMCs during postnatal development and is transiently expressed in the heart and somites during embryogenesis. Analysis of the SM22␣ promoter in transgenic mice revealed that 280 bp of 5 flanking sequence is sufficient to restrict expression of the lacZ reporter gene to arterial SMCs and the myotomal component of the somites. DNase I footprint and electrophoretic mobility shift analyses revealed that the SM22␣ promoter contains six nuclear protein binding sites (designated smooth muscle elements [SMEs] -1 to -6, respectively), two of which bind serum response factor (SRF) (SME-1 and SME-4). Mutational analyses demonstrated that a two-nucleotide substitution that selectively eliminates SRF binding to SME-4 decreases SM22␣ promoter activity in arterial SMCs by approximately 90%. Moreover, mutations that abolish binding of SRF to SME-1 and SME-4 or mutations that eliminate each SME-3 binding activity totally abolished SM22␣ promoter activity in the arterial SMCs and somites of transgenic mice. Finally, we have shown that a multimerized copy of SME-4 (bp ؊190 to ؊110) when linked to the minimal SM22␣ promoter (bp ؊90 to ؉41) is necessary and sufficient to direct high-level transcription in an SMC lineagerestricted fashion. Taken together, these data demonstrate that distinct transcriptional regulatory programs control SM22␣ gene expression in arterial versus visceral SMCs. Moreover, these data are consistent with a model in which combinatorial interactions between SRF and other transcription factors that bind to SME-4 (and that bind directly to SRF) activate transcription of the SM22␣ gene in arterial SMCs.Smooth muscle (SM) cells (SMCs) play important roles in organ systems throughout the body, subserving such diverse functions as modulation of arterial tone, controlling gastrointestinal motility, and regulating airway resistance. The unique functional capacities of this muscle cell lineage are determined by the expression of distinct sets of tissue-specific genes encoding contractile proteins, cell surface receptors, and intracellular enzymes (48). A feature that distinguishes the SMC lineage(s) from the striated muscle cell lineages is the capacity of SMCs to reversibly modulate their phenotype during postnatal development (13,39,49,62). For example, vascular SMCs located in the arterial tunica media are maintained in the resting, or G 0 /G 1 , phase of the cell cycle and express high levels of contractile protein isoforms (55). However, in response to vessel wall injury and the concomitant release of growth factors, these cells reenter the cell cycle, proliferate, and modulate their phenotype from primarily contractile to primarily synthetic (13,49,62). This phenotypic modulation has been implicated in the pathogenesis of cardiovascular diseases, including atherosclerosis ...