Abstract-Smooth muscle cells (SMCs) possess remarkable phenotypic plasticity that allows rapid adaptation to fluctuating environmental cues. For example, vascular SMCs undergo profound changes in their phenotype during neointimal formation in response to vessel injury or within atherosclerotic plaques. Recent studies have shown that interaction of serum response factor (SRF) and its numerous accessory cofactors with CArG box DNA sequences within promoter chromatin of SMC genes is a nexus for integrating signals that influence SMC differentiation in development and disease. During development, SMC-restricted sets of posttranslational histone modifications are acquired within the CArG box chromatin of SMC genes. These modifications in turn control the chromatin-binding properties of SRF. The histone modifications appear to encode a SMC-specific epigenetic program that is used by extracellular cues to influence SMC differentiation, by regulating binding of SRF and its partners to the chromatin template. Thus, SMC differentiation is dynamically regulated by the interplay between SRF accessory cofactors, the SRF-CArG interaction, and the underlying histone modification program. As such, the inherent plasticity of the SMC lineage offers unique glimpses into how cellular differentiation is dynamically controlled at the level of chromatin within the context of changing microenvironments. Further elucidation of how chromatin regulates SMC differentiation will undoubtedly yield valuable insights into both normal developmental processes and the pathogenesis of several vascular diseases that display detrimental SMC phenotypic behavior. whose expression is restricted to the SMC lineage and required for SMC contraction and regulation of blood pressure under adult physiological conditions. However, unlike skeletal and cardiac myocytes, which are terminally differentiated, SMCs within adult animals readily switch phenotypes in response to changes in local environmental cues. 1 For example, vascular SMCs express high levels of SMC-specific contractile proteins and do not generally proliferate, migrate, or secrete significant amounts of extracellular matrix. However, in response to extracellular cues released at sites of vascular injury or within atherosclerotic lesions, SMCs exhibit decreased expression of SMC-specific contractile proteins and increased migration, proliferation, and production of extracellular matrix components as well as matrix metalloproteases. These changes presumably evolved as an important survival mechanism to repair vascular damage, and the process appears to be fully reversible if the pathological stimuli dissipate. 2 Arteries are especially predisposed to this process, often with fatal consequences resulting from arterioocclusive disease, in which SMC pathophysiology plays a prominent role. Many other parenchymal cell lineages (including endothelial cells, various epithelial cell types, fibroblasts, hepatocytes, chondrocytes, and glial cells) display similar reactive changes in their phenotype under pat...