Rats fed a high-galactose diet develop marked thickening of their retinal capillary basement membranes. The effect is prevented if the animals also receive the aldose reductase inhibitor sorbinil. The effect does not appear to be due to aldose reductase itself, since immunoreactive aldose reductase has not been found in the retinal microvasculature of the rat but rather to a related enzyme with similar substrate specificity. The detailed biochemical mechanism for basement membrane thickening is obscure, involving an alteration of the extracellular matrix, where aldose reductase and similar enzymes have not been described; osmotic damage to the microvascular cells, such as has been described following aldose reductase-induced sugar alcohol accumulation in lens epithelial cells, is not apparent in diabetic or galactosemic animals. It is possible that concentrations of intracellular sugar alcohols that do not substantially change the osmolarity of the cell cytosol alter intracellular enzyme activities. This, in turn, could affect the biosynthesis of extracellular matrix macromolecules, as suggested, for example, by the hypothesis of Rohrbach et al, based on studies of a basement membrane-producing tumor implanted in diabetic mice, which proposes that the hyperglycemia of diabetes mellitus causes a reduced synthesis of the heparan sulfate BM-1 proteoglycan with a subsequent overproduction of type IV collagen. This and other hypotheses of basement membrane thickening can be tested in diabetic or galactosemic rats, some of which receive aldose reductase inhibitors, or in retinal microvascular pericytes and endothelial cells grown in culture.