This report describes morphologic changes in saphenous veins used as aortocoronary bypass conduits, and discusses the relative contribution of various factors to these changes. The three primary changes are: (1) medial fibrous replacement, (2) adventitial fibrous proliferation, and (3) intimal fibrous proliferation. Medial fibrous replacement is caused by vein wall ischemia with loss of smooth muscle cells; adventitial fibrous proliferation is the result of organization of fibrin deposits and repair of ischemic injury; and intimal fibrous proliferation results from some stimulus, probably fibrin deposition on injured intima, which causes stimulation of smooth muscle cells to become fibroblasts or "myointimal cells". Although all grafts show some changes, the degree and severity of these three changes is variable along the length of the grafts and among separate grafts in the same patient.