The initial phase of smooth muscle differentiation in the vascular system of the mouse embryo was observed immunohistochemically with monoclonal antibody against alpha-smooth muscle actin. Few smooth muscle cells were detected in the vascular system of the 9.5-day embryo, where only the dorsal aorta and umbilical artery showed signs of smooth muscle differentiation. In the 10.5-day embryo, smooth muscle cells were observed in the dorsal aorta, ventral aorta, omphalomesenteric artery and vein, umbilical artery and vein, internal carotid artery, aortic arches III and IV, and subclavian artery. The extent of smooth muscle differentiation varied among these vessels and among regions of a vessel. At 11.5 days of gestation, smooth muscle cells appeared in the basilar artery, vertebral artery, aortic arches VI, intersomitic artery, ductus venosus, and caudal artery. Smooth muscle cells were absent from the venous system characteristic of the embryo at the stages examined. Alpha-smooth muscle actin-positive cells were also observed in allantoic mesoderm in the placenta at 9.5 days, when the umbilical vessels were not surrounded by smooth muscle cells. Vascular smooth muscle cells appear to arise independently from mesenchyme at multiple sites in the vascular system.