Abstract-We have recently shown that all-trans retinoic acid (tRA) modulates arterial smooth muscle cell (SMC) morphologic features and biochemical composition in vitro. It has been proposed that different SMC phenotypes coexist in arteries, which may be retrieved in culture: hence, a differential action of tRA on distinct SMC subsets is conceivable.We have examined the effect of tRA on SMC proliferation, migration, plasminogen activator activity, and ␣-smooth muscle actin expression in 2 phenotypically different rat SMC populations, cultured respectively from the normal aortic media and from the intimal thickening (IT) after endothelial injury. tRA inhibited proliferation and increased migration and tissue-type plasminogen activator activity in both SMC populations, but decreased ␣-smooth muscle actin only in SMC cultured from the IT. The action of tRA is mediated by 2 families of nuclear receptors, RAR and RXR, each containing 3 isoforms, ␣, , and ␥. RAR and RAR-␣ agonists, but not RXR agonists, inhibited SMC proliferation in both cell populations and ␣-smooth muscle actin expression only in IT SMC. When administered intraperitoneally to balloon-injured rats, tRA and RAR-␣ agonists reduced the intimal hyperplasia in the carotid artery. Our results show that tRA and synthetic retinoids can affect the proliferation, migration, and differentiation of SMC in vitro. Key Words: smooth muscle cell heterogeneity Ⅲ smooth muscle cell motility Ⅲ smooth muscle cell differentiation Ⅲ intimal thickening S mooth muscle cell (SMC) differentiation, migration, and proliferation are key factors in the development of atherosclerosis and restenosis after angioplasty. 1,2 These phenomena involve an SMC phenotypic modulation characterized by modification of gene expression. 3 It has been suggested that SMC subsets present in the normal media are particularly prone to undergoing phenotypic modulation, and the concept of SMC heterogeneity is gaining wider acceptance (for review see Reference 4). For instance, SMC populations cultured from the rat aortic media and from the intima 15 days after endothelial injury are characterized by a spindle-shaped and an epithelioid morphology, respectively (for discussion of this point see Reference 5). These 2 phenotypes are also obtained when SMC are cloned from the aortic media or the intima, albeit in different proportions. 6 The regulation of SMC phenotype is thought to be exerted by cytokines, growth factors, and agents regulating differentiation. 7 Within the last category, some agents are known to govern SMC differentiation during embryogenesis, and there is a growing body of evidence suggesting that the genetic programs used during embryogenesis may act also during arterial disease processes. 8,9 Vitamin A plays a crucial role in the regulation of cell growth and differentiation, and its active form, retinoic acid, is involved in signal transduction pathways regulating embryonic development. 10 These effects are mediated by 2 families of nuclear receptors that are ligand-dependent trans...