Proximal to an experimental stenosis of the small intestine of rats and guinea-pigs a remarkable hypertrophy of the muscle coat develops 3-5 weeks after the operation. There is no increase in the length of the intestine but an overall increase in volume of the muscularis externa up to 10 times. This increase is accounted for by an increase in size and in number (by mitosis) of smooth muscle cells of both the longitudinal and circular layers. Bundles of newly-formed smooth cells appear in the serosa and are circularly arranged. In the hypertrophic smooth muscle cells of the circular layer the ratio of surface to volume is 0.80 (0.80 mum2 of cell surface for every mum3 of cell volume) as against 1.4 in the control muscle. The hypertrophic muscle cells have a highly developed sarcoplasmic reticulum and show a large number of nexuses. The density of innervation (number of axons per given number of smooth muscle cells) is smaller than in controls. Few collagen fibrils are visible in the extracellular space.