Scanning and transmission electron microscopic studies, together with histochemical investigations, were conducted on rat and porcine intra-arterial cushions from the uterine vascular bed. In the rat, the fine structure of these cushions closely resembled that previously described in the rat kidney. The cushions were composed of modified smooth muscle, circularly disposed in an incomplete, raised band surrounding the entrance to arterial branches. These muscle cells projected as attenuated processes throughout the loosely organized, PAS-positive stroma, and established close contact with thin endothelial extensions projecting from the base of the surface endothelial cells. Scanning electron microscopic observations of furrows on the endothelial surface gave rise to the suggestion that such contacts might mediate muscular control of endothelial surface topology. In similar cushions from the pig uterine artery, the smooth muscle of the cushions was much more compactly organized, and was disposed radially, rather than circumferentially, within the cushion structure. The enzyme histochemical profile of porcine cushions did not differ appreciably from that of normal vascular smooth muscle and endothelium, suggesting the maintenance of a metabolic similarity with adjacent tissues. These studies clarify the fine-structural basis for recently reported contraction and relaxation of uterine artery cushions during ischemia and perfusion of the rat uterine vascular bed, and thus, for their functional role in the regulation of uterine vascular flow.