Abstract-Changes in the differentiated state of smooth muscle cells (SMCs) play a key role in vascular diseases, yet the mechanisms controlling SMC differentiation are still largely undefined. We addressed the role of basic helix-loop-helix (bHLH) proteins in SMC differentiation by first determining the role of two E-box (CAnnTG) motifs, binding sites for bHLH proteins, in the transcriptional regulation of the SMC differentiation marker gene, smooth muscle ␣-actin (SM ␣-actin), in vivo. Mutation of one or both E-boxes significantly reduced the expression of a Ϫ2560-to 2784-bp SM ␣-actin promoter/LacZ reporter gene in vivo in transgenic mice. We then determined the potential role of class I bHLH proteins, E12, E47, HEB, and E2-2, in SM ␣-actin regulation. In cotransfection experiments, E12, HEB, and E2-2 activated the SM ␣-actin promoter. Activation by HEB and E2-2 was synergistic with serum response factor. Additionally, the dominant-negative/inhibitory HLH proteins, Id2, Id3, and Twist, inhibited both the E12 and serum response factor-induced activations of the SM ␣-actin promoter. Finally, we demonstrated that E2A proteins (E12/E47) specifically bound the E-box-containing region of the SM ␣-actin promoter in vivo in the context of intact chromatin in SMCs. Taken together, these results provide the first evidence of E-box-dependent regulation of a SMC differentiation marker gene in vivo in transgenic mice. Moreover, they demonstrate a potential role for class I bHLH factors and their inhibitors, Id and Twist, in SM ␣-actin regulation and suggest that these factors may play an important role in control of SMC differentiation and phenotypic modulation. Key Words: smooth muscle ␣-actin Ⅲ transgenic mice Ⅲ E-box Ⅲ basic helix-loop-helix protein A key feature of atherosclerosis, restenosis, and hypertension is abnormal growth and proliferation of vascular smooth muscle cells (SMCs) that are normally quiescent and highly specialized for contraction in mature animals (reviewed in Owens 1 ). Despite the importance of such changes in the differentiation state of SMCs in vascular disease, the molecular mechanisms controlling SMC differentiation are still poorly understood.Smooth muscle (SM) ␣-actin is a useful gene for studying transcriptional regulation of the SMC differentiation program. SM ␣-actin is the first SMC differentiation marker to appear during development, 1 and although it is transiently expressed in cardiac and skeletal muscle during development and in myofibroblasts during wound healing, 1 its expression is primarily restricted to SMCs in adult animals.Previous studies in our laboratory have identified cisregulatory elements in the SM ␣-actin promoter (including CArG or CArG-like motifs and a transforming growth factor- control element) that are important for expression in SMCs. 2 Although we and others have shown that serum response factor (SRF) binds to CArG boxes and plays an important role in SMC marker gene expression, 2 a key unresolved issue is whether SMC differentiation is regulated by members o...