The ultrastructural composition of left ventricular myocardium and myocytes has been investigated at 20 hours after the surgical production of a subdiaphragmatic aortic stenosis in the adult rat. Morphometric analysis shows a 20% increase in the size of myocytes resulting principally from a 36% increase in mitochondrial volume and a 78% increase in the volumes occupied by smooth endoplasmic reticulum and matrix. Myofibrillar volume is increased only 4%. Measurements of the size and shape of individual mitochondria indicate that the augmentation of this compartment is wholly accountable by the enlargement of preexisting mitochondria. Quantitative autoradiographic analysis following a 2-hour pulse labeling with 3H-leucine shows that the rate of incorporation of newly synthesized proteins is practically uniform throughout all structural components of the sarcoplasm 18 to 20 hours after aortic banding. The conclusion is reached that this interval of hypertrophic response is a transition period characterized by an increasing rate of synthesis of contractile proteins overtaking a previously greater rate of mitochondrial synthesis.