To study arterial dilatation in response to increased flow, we observed the bilateral common carotid arteries (CCAs) of 10 16-week-old rats that were maintained for 8 weeks after construction of an arteriovenous (AV) fistula between the left CCA and the jugular vein at a level 20 mm distal from the aortic orifice. The flow in the left CCA increased 11-fold and that of the right CCA increased twofold compared with values before surgery. The left CCA showed complete desquamation of endothelial cells in the distal one third of the segment proximal to the AV fistula. In the left CCA the endothelium-preserved area dilated significantly (the luminal radius was 134 times larger than control; p<0.001, n=4) with a significant increase of the cross-sectional area of the media (p<0.01, n=4) and showed high wall shear stress (70±ll dynes/cm 1 near the aortic orifice). In contrast, the endothelial cell-desquamated area did not dilate but did show very high wall shear stress (231 ±23 dynes/cm 2 ) without any intimal smooth muscle cell proliferation. The right CCA dilated significantly (luminal radius was 1.07 times larger than control; p<0.001, n=4) with a wall shear stress of 30 dynes/cm 2 near the brachiocephalic orifice. All CCAs retained their fundamental arterial structure. We conclude that in the rat CCA, arterial dilatation in response to increased flow is a gradual remodeling process related to the presence of endothelial cells that have been influenced by the level of flow increase. ( 1 As a long-term response to flow, Kamiya and Togawa, 2 using the arteriovenous (AV) fistula model in the canine carotid artery, suggested that the increased wall shear stress (WSS) induced the adaptive enlargement of the vessel radius, which acted as a negative feedback to reduce the stress itself. Recently Zarins et al, 3 using the AV fistula model, showed a reduction of WSS to baseline level in the flow-loaded iliac artery of cynomolgus monkeys. As a short-term response to flow, Hull et al 4 showed that acute dilatation due to increased flow velocity was endothelium dependent after the endothelial surface of the canine femoral artery was rubbed with a cotton ball. On the other hand, Guyton and Hartley 5 and Langille et al 6 -7 demonstrated that the in vivo reductions in arterial diameter could be induced by a decrease in flow and were endothelium dependent.Our experiments were designed to induce a blood flow increase in the common carotid artery (CCA) by formation of an AV fistula between the left CCA and From the Second Department of Pathology, Akita University School of Medicine, Akita, Japan.Address for reprints: Hirotake Masuda, MD, Second Department of Pathology, Akita University School of Medicine, 1-1-1 Hondo, Akita 010, Japan.Received Jury 8, 1991; revision accepted January 3, 1992.the left external jugular vein in rats; we then observed the morphological changes in the bilateral CCAs after 8 weeks. In this model, because the shunted left CCA showed a marked increase of flow (over 10-fold) and the right contralateral CCA show...