Round window cochlear microphonic recordings from 33 guinea pigs were obtained prior to and following exposure to a 4 kHz pure tone at levels ranging from 124 dB to 140 dB for 5 to 80 minutes. When electro-physiological evaluation was complete, the animals were killed and tje cochlear tissues prepared using a soft-surface preparation technique. Experimental and control animals were mixed and randomly assessed without prior knowledge of the groups to which the specimens belonged. Histopathological observations were quantified and computer analysed. Statistical analyses suggest that noise exposure results in an overall decrease in blood flow to the cochlea with slight intracochlear increases in flow, perhaps compensatory in nature, to locations corresponding to the 4 kHz exposed region. Results implied that the initial localized hair cell damage known to occur as a result of overexposure to a discrete pure tone is not caused by a decreased blood flow. Relationships between electro-physiological and vascular changes and noise 'dose' are discussed.