The thickened subendothelium of brain arteries that is characteristic of atherosclerosis was assessed for the directional organization of the two main birefringent components, smooth muscle cells and collagen. Thirty-three arteries from 16 autopsy cases were pressure fixed at 30, 60,110, and 200 mm Hg, sectioned at a thickness of 7 pm, and stained with silver impregnation to enhance tissue birefringence. The intended focus of the study was on muscle organization, but it also included the collagen among the cells because of the coalignment of the two tissues and their similar staining properties for polarized-light microscopy. The birefringent medial fabric at all pressures was circumferentially oriented, with a mean deviation of the 33 sections of 1.4° from circumferential with an average circular standard deviation of 3.5°, thereby showing remarkable coherence. In contrast, the subendothelium showed great variability both in thickness and in organization. Many arteries had no measurable subendothelium, and others had as much as 100%, with some atherosclerotic lesions as much as 300% of the medial width. Measurements from the subendothelium revealed a helical arrangement of tissue, often divided into separate regions, with a balance of left-and right-handed helical components and generally with lower pitch angles in the layers adjacent to the lumen. The average circular standard deviation within individual subendothelial layers was 14.5°. (Arteriosclerosis and Thrombosis 1991;ll:681-690)