Young male Sprague-Dawley rats fed a high cholesterol, thyroid-suppressive diet were subjected to drying injury of carotid artery endothelium; animals were sacrificed at various times up to 3 months after injury, and the vessels were examined by light, scanning, and transmission electron microscopy. The diet induced marked elevation of serum cholesterol mainly present in lipoproteins of density less than 1.063. The morphology and degree of intimal thickening in the injured carotids of such animals were compared with the changes found in control groups of normolipemic rats. In the control groups, endothelium was completely regenerated between 7 and 14 days; intimal thickening was present at 14 days and at later stages and contained smooth muscle cells without lipid. In the cholesterol-fed animals, endothelial regeneration and intimal thickening occurred as in the controls with the following additional features: in the zone of intimal thickening in the injured segment, lipid was present in smooth muscle cells and, at later stages, in the extracellular matrix; undifferentiated mononuclear cells were also noted in the thickened intima and, at 3 months, were found adhering to normal and regenerated endothelium. However, no differences were found between control and hypercholesterolemic rats with respect to the degree of intimal thickening within the injured segment; enhancement of the smooth muscle proliferative response was not evident in the hypercholesterolemic rats. Our findings suggest that this form of hypercholesterolemia and its associated hyperlipoproteinemia may not be directly responsible for rat smooth muscle proliferation following endothelial denudation. They also indicate that hyperlipemia does not necessarily cause persistence of myointimal hyperplasia in arteries.