Eleven freshly removed brains and 20 lenticulostriate arteries (collected at emergency surgery for intracerebral hemorrhage) were examined by electron microscopy in a search for the mechanism of arterial rupture in hypertensive intracerebral hemorrhage. Forty-six of 48 ruptured arteries examined showed severe arteriosclerosis including degenerative changes of the media at or near bifurcations. Atrophy and fragmentation of smooth muscle cells gave them a moth-eaten appearance. Material resembling basement membrane and cell debris was also present in the arterial walls. The above findings were restricted to the middle and distal portions of the perforating arteries. Rupture from a miliary aneurysm was observed in only 2 of the 48 specimens examined. These resembled saccular aneurysms, ultrastructurally. They seemingly formed at a cavity which we strongly felt may have been formed by complete or incomplete subclinical hemorrhages; reabsorption of the hemorrhage from the dissection resulted in the aneurysms seen. Degeneration of smooth muscle cells may be the result of prolonged tension or spasm of the arterial wall as a result of longstanding hypertension.