AbstractCushion veins of the human nasal lining were studied in eight patients of both sexes ranging in age from 11 to 59 years. It was found that the subendothelial cushions were part of the tunica media and consisted of smooth muscle cells, collagen and elastic fibers and occasional fibrocytes. The muscle fibers of the cushion nearest to the endothelium were circular. They extended processes towards the endothelium through gaps in the endothelial basement membrane and formed appositional junctions with the endothelial cells. The rest of the cushion consisted of longitudinal muscle fibers. The sarcoplasm of the muscle cells was characterized by large areas filled with vesicles of various sizes. In addition, these cells possessed cytoplasmic processes which were devoid of a basement membrane and which did not show the regular structure of sarcoplasm. The subendothelial cushion possessed a rich, intrinsic nerve supply of adrenergic and cholinergic axons. It is suggested that the cushion veins regulate the drainage of the cavernous tissue and are under nervous and humoral control. The increase in girth of the subendothelial cushion is effected by contraction of the longitudinal muscle cells and probably by uptake of extracellular fluid by means of the specialized cytoplasmic processes. The single layer of circular muscle cells situated between the endothelial lining and the longitudinal musculature, may provide protection to the endothelium against distension when the cushion expands.