Rat intraacinar arterial segments that by light microscopy lack a medial muscle layer are capable of constriction and, during pulmonary hypertension, acquire morphologically differentiated smooth muscle. These facts suggest that effector cells of smooth muscle type are present in the normal vessel wall. Studies in the literature, however, fail to agree on their location or even existence. By combining microdissection, step sectioning, and electron microscopy, we have now performed a serial study of six arterial pathways. At its proximal end, the artery has a circumferentially continuous single layer of smooth muscle cells, separated from the endothelium by a fenestrated internal elastic lamina. Myoendothelial junctions are frequent and incorporate basal laminae of both cell types. More distally, the internal elastic lamina is discontinuous and the smooth muscle cells lose myofilaments and dense bodies so as to resemble intermediate cells. They still form a continuous layer, however. At mid-alveolar-duct level, this layer is discontinuous, and in the most distal arteries investigated, the cells are often solitary. They lie close to the endothelial cell, but, except for localized regions of contact, are separated from it by a single basal lamina that is continuous with one covering their abluminal surface.