To study the subendothelial layer of the flow loaded arteries, blood flow changes were produced by constructing an arterio-venous shunt between the common carotid artery and the external jugular vein using eleven adult beagle dogs. One week after operation, the subendothelial layer of the flow loaded canine carotid arteries was observed with a transmission electron microscope. In the arteries loaded by highly elevated blood flow, the subendothelial layer showed thick subendothelial space (300 to 500 nm) with multilayered basement membrane. The microfilaments and microfibrils increased significantly. There were no collagen fibers. Spindle to cylindrical elastic fibers appeared in the luminal margin of the internal elastic lamina. On the other hand, in the control arteries, the subendothelial layer was thin (about 50 nm) with scanty basement-membrane-like material. There were a few microfilaments and microfibrils, but no collagen fibers. The luminal margin of the internal elastic lamina was smooth. It is suggested that these are the wall shear stress dependent subendothelial changes, which would be partly due to the increased protein synthesis by the endothelial cells stimulated by the wall shear stress and be partly due to the wall shear dependent mechanical stress transmitted from the endothelial surface.