The cytoarchitecture of the medial layer of rat thoracic aorta was examined by scanning electron microscopy after removal of the connective tissue. The outermost lamella showed a lattice-like structure of muscle bundles of closely apposed smooth muscle cells (SMCs), whereas the inner lamellae consisted of more-or-less continuous muscle sheets of vaguely defined subgroups of parallel SMCs. Longitudinal rows of ridges ran along the adventitial surface of these muscle bundles and sheets. The SMCs of the outermost lamella, were 5.1 microns wide, and varied in shape, whereas those of the inner lamellae, were 52.7 microns long, 2.6 microns wide and 4.1 microns thick, and were elongated, spindle-shaped cells with serrated outlines. These latter SMCs extended obliquely, and partially overlapped each other. The surface of the SMCs in the outermost lamella exhibited a rugged texture, with nodular protrusions and oblique and longitudinal laminar folds, while the inner lamellar cells showed longitudinal laminar folds and finger-like processes on both sides of the ridges, pointing in opposite directions to the ridges. The angle of deviation from the transverse axis of the vessel, of the muscle bundles and subgroups in the outermost lamella, was 33.6 degrees, in the second and third lamellae, 22.5 degrees, and in the innermost lamellae, 12.8 degrees. The mean angle of the muscle bundle and subgroup arrangement, with respect to the long axis of the vessel, however, was basically 90 degrees in all lamellae.