Failure of long-term synthetic arterial bypass grafts has been attributed in part to anastomotic stenosis, but the pathologic basis for this has not been determined. Which cells participate in the formation of the stenosis and the relationship between normal healing and the pathologic development of anastomotic narrowing have not been delineated. In this study we have examined early wound healing in 4-mm polytetrafluorethylene arterial bypass grafts placed in baboons. In this primate model, endothelium and smooth muscle cells (SMCs) derived from the cut ends of adjacent artery form the new intima and migrate together along the luminal surface of the graft at approximately 0.2 mm/day. Both cell types proliferate in association with the growing edge. In addition, both endothelium and SMCs located discretely over anastomoses continue to proliferate despite complete endothelial coverage. Intimal cross-sectional area in this region is always greater than over adjacent graft. Fibroblasts are invariably found in graft matrix and adventitia and do not contribute to formation of intima. It is hypothesized that anastomotic narrowing might be due to chronic endothelial injury and turnover associated with continued SMC proliferation and intimal thickening.