The bHLH transcription factor CHF1/Hey2 has been previously shown to regulate neointimal formation after vascular injury, but the mechanisms have not been fully elucidated. The zinc-finger protein GATA-6 has also been shown to regulate vascular smooth-muscle phenotype through regulation of smooth-muscle contractile protein gene expression. To address the potential mechanisms by which CHF1/Hey2 regulates vascular smooth-muscle phenotype switching, we investigated the effect of CHF1/Hey2 on GATA-6-dependent smooth-muscle myosin heavy chain promoter activity. When cotransfected into NIH3T3 cells, CHF1/Hey2 reduced GATA-6-dependent activation of the promoter by 90%. Exogenous p300 was not sufficient to overcome this repression effect, demonstrating that the inhibitor effect did not involve coactivation by p300. Coimmunoprecipitation studies demonstrated that CHF1/Hey2 interacts directly with GATA-6. Mutational analysis demonstrated that the bHLH domain is required for transcriptional repression. Our findings highlight an important transcriptional mechanism by which CHF1/Hey2 may affect smooth-muscle cell phenotype.