The pathophysiology of endothelial cells is important to a variety of vascular conditions including coagulation and hemostasis resulting from clinical frostbite. Use of an in vitro model system demonstrated that when bovine endothelial cells were frozen at 1 degrees C or 20 degrees C/min and thawed immediately (20 degrees C/min), a variety of ultrastructural alterations occurred. Membranous structures were most extensively damaged, with mitochondria the most sensitive organelle. Low amplitude mitochondrial swelling, first evident at 0 degrees C, progressed to high amplitude swelling by -10 degrees C (frozen). In addition, the rough endoplasmic reticulum was dilated and formed large vesicles with a homogeneous matrix. Nuclear changes first occurred at -15 degrees C. These included separation and distortion of the nuclear membrane, changes in chromatin distribution, and disruption of the nucleolus. Scanning electron microscopy revealed perforated plasma membranes in some cells at -10 degrees C (frozen) and in most cells by -20 degrees C. Cultures frozen at 20 degrees C/min revealed mostly the same ultrastructural damage noted at 1 degrees C/min except a higher percentage of cells exhibited alterations. Data from the recovery index and lactic dehydrogenase (LDH) release correlated well with observed ultrastructural changes. Early swelling of mitochondria and dilation of rough endoplasmic reticulum was not lethal in the absence of freezing. Increased swelling in cytoplasmic organelles coupled with nuclear alterations at -15 degrees C resulted in a decreased survival rate and release of significant quantities of LDH by -20 degrees C. No unique morphological changes were temperature specific, but the total number of cells that displayed alterations increased as temperature decreased.