Smooth muscle cells were isolated from adult rat aorta by collagenase digestion, grown in primary culture in the presence of 10% whole blood serum (WBS), and studied by quantitative electron microscopy and thymidine autoradiography in order to correlate cellular fine structure and proliferation. On day 2–4, the cells passed through a structural transition from contractile to synthetic state. In the former they were characterized by predominance of cytoplasmic microfilament bundles and in the latter by an extensive rough endoplasmic reticulum (RER) and a large Golgi complex. The disappearance of the microfilament bundles was accompanied by a transient increase in lysosomal volume density but no signs of bulk autophagy. This suggests that microfilaments were disassembled into subunit proteins and that lysosomes were engaged in adjusting the pool of free subunits into a new equilibrium. RER. cisternae grew out from the nuclear envelope and successively spread throughout the cytoplasm. Stacks of Golgi cisternae were organized in a circumscribed juxtanuclear region. The structural modulation occurred also in medium containing 10% plasma-derived serum (PDS). Its onset was delayed by addition of antibodies (50 μg/ml) against platelet-derived growth factor (PDGF) to 10% WBS-medium and speeded up by addition of purified PDGF (25 ng/ml) to 10% PDS-medium. Otherwise, the kinetics of the structural modulation was the same in all experimental groups. The observations could not be explained by overgrowth of contaminating fibroblasts since (1) successive steps in the process were clearly evident, (2) the cells surrounded themselves by an incomplete basement membrane, a characteristic feature of smooth muscle, and (3) mitomycin C blocked cell growth but not conversion from contractile to synthetic state. After 3–4 days of culture in 10% WBS-medium, active DNA synthesis and cellular proliferation were initiated as determined autoradiographically and by cell counting. Electron microscopic autoradiography showed that all cells were morphologically in the synthetic state at the time of entrance into S-phase. Initially, the cells grew at a lower rate in the presence of PDGF antibodies but after 5–6 days of culture attained a rate similar to that in the controls. No distinct proliferation was obtained in 10% PDS-medium unless purified PDGF (10 ng/ml) was added during the first days of culture. The results suggest that the structural modulation of the smooth muscle is an absolute but not sufficient prerequisite for cellular proliferation. PDGF and/or other serum factors are required to initiate DNA synthesis and mitosis. After a limited number of divisions, the cells enter a state of rapid growth characterized by reduced need of growth factors. Proliferation of the cells ceases first when multiple overlapping layers have been formed.