The replicative activity and the differentiation features of aortic smooth muscle cells (SMCs) cultured as whole populations or clones from newborn (4-day-old), young adult (6-week-old), and old (18-month-old) rats were studied by means of cell counting, [3H]thymidine incorporation, and measurement of the expression of cytoskeletal proteins and mRNAs. In whole populations at the fifth passage, replicative activity increased and differentiation features (ie, expression of alpha-smooth muscle actin, desmin, and smooth muscle myosin heavy chains) decreased with increasing age of the donor animal. SMC clones derived from newborn or young adult rats showed more differentiated cytoskeletal features than their parental populations; however, most SMC clones from old rats showed dedifferentiated features similar to those observed in their parental populations. Our results suggest that (1) SMCs of the rat aortic media behave as a heterogeneous population; (2) cultured whole SMC populations behave differently from clones as far as their replicative activity and differentiation features are concerned; and (3) SMCs derived from old rats, whether grown as whole populations or as clones, dedifferentiate more substantially and replicate more actively than corresponding cultures from newborn or young adult rats when submitted to the same amount of serum growth factors; these differences may play a role in arterial development as well as in the formation and evolution of the atheromatous plaque.