The aim of this study was to quantify the morphological changes in the arterial wall resulting from poststenotic dilatation (PSD). PSD was produced by placing a split nylon ring around the thoracic aorta of the rabbits at a level of T6-7during a sterile thoracotomy done under pentobarfoital anesthesia. After period of PSD ranging from 1-51 months these rabbits were anesthetized, as were the control animals, and the descending thoracic aorta from the fourth to the eleventh ribs was removed following perfusion fixation with Karnovsky's solution at a constant pressure of 80 mm Hg. The extent of PSD development was variable even though the stenotic ring was the same size in all rabbits. Ultrastructural findings showed degenerative changes of the wall components in the PSD region and were more prominent in the aortas with greater dilatation. Morphometric measurements showed that the PSD was accompanied by a decrease in volume density of both smooth muscle cells (SMCs) and elastin and an increase in collagen and ground substance. These changes were well correlated with degree of dilatation and ratio of internal radius to wall thickness (hence, mean wall stress) but not with duration of PSD. While the number of SMCs per unit volume in the PSD aortas was significantly less than normal (p<0.05), there was no significant change in mean cell volume. Although the reduced muscle mass might be expected to lower the capacity of the vessel to maintain tone, previous results show that this does not occur.