Cultured aortic smooth muscle cells (SMC) exhibit morphological and phenotypic modulation characterized by a change from a substrate attached monolayer culture to a multilayered nodular cell culture in which SMC are imbedded into the extracellular matrix. Associated with nodule formation is a change in the pattern of SMC gene expression including increased expression of a well characterized marker of smooth muscle cell differentiation, SM alpha-actin, and a 38-kDa glycoprotein (gp38k). gp38k has sequence homology with proteins reported to be correlated with tissue remodeling. To characterize the gp38k mRNA we designed degenerate oligonucleotides based on partial polypeptide sequencing to select a cDNA encoding the full-length gp38k. Southern analysis indicates that porcine gp38k is present as a single copy gene. Northern analysis indicates that the increase in gp38k is correlated with an increase in the steady state level of gp38k mRNA; and is present in cultures that have initiated the formation of multilayered foci and nodules. The correlation between SMC differentiation and gp38k expression is further established by using culture conditions that facilitate SMC differentiation. Cultures seeded onto reconstituted extracellular matrix show rapid formation of nodules and increased expression of gp38k mRNA. Comparison of the gp38k and cDNA sequences with nucleotide and protein sequences available through GenBank and SwissProt data banks revealed that molecules homologous to gp38k were present in human, mouse, bovine, and Drosophila tissues, suggesting that the gp38k may be a member of a gene family. Although a function for gp38k has not been identified, this report represents the first report of its correlation with a specific process important in phenotypic and morphological modulation of vascular SMC.