To gain more understanding about the changes that follow balloon angioplasty, an electron and light microscopic study was carried out in normal canine arteries. Thirty-five arterial segments were dilated with balloon catheters. Early changes consisted of denudation of the intima with widespread necrosis of myocytes and dehiscence of collagen fibers. After three days, myocytes had disappeared leaving empty spaces and edematous ground substance. After two weeks, reendothelization occurred and there was evidence of intimal hyperplasia persisting up to two months. Repair of the dilated arterial segments occurred by proliferation of myocytes, formation of intima, and proliferation of collagen. In two to three months, repair of the intima and media was completed. After six months, dilated segments were characterized by persistent intimal hyperplasia and increased collagen content in the media.