The objective of the study was (1) to measure systematically the orientation, morphology, and population density of endothelial nuclei of the canine thoracic aorta and its major branches and (2) to obtain evidence in a chronic in vivo preparation that altered flow patterns do indeed change patterns of nuclear orientation. For this purpose, a segment of the descending thoracic aorta was removed, opened longitudinally, and reclosed to form a tube with a new longitudinal axis 90° from the original vessel axis. The new segment was then sutured back in place. The animals were killed at suitable postoperative periods. Endothelial nuclear patterns were studied fromen facephotomicrographs of preparations stained with Evans blue dye. Results indicated: (1) In uniform vessel segments, e.g., middle and lower descending thoracic aorta, the nuclei were oriented parallel to the axis of the blood vessel, and the ratio of major to minor axes of the nucleus was large. The flow in these regions is known to be stable. (2) Nonaxial, less-ordered nuclear orientation with smaller ratios of major to minor axes were found in entrance regions of many major arteries and in the ascending aorta. (3) In chronic studies in which the flow pattern was altered, the nuclear pattern realigned in the direction of flow within 10 days after surgery.