Knowledge of cellular composition of aortic tunica media is important to improve understanding of aortic pathology. The aorta of 6 healthy male goats was studied by electron microscopy to elucidate cell types within the tunica media. Glutaraldehyde fixed specimens were processed for durcupan embedding and sectioning, stained with uranyl acetate, counterstained with lead citrate and ultrathin sections examined at high magnification. Two non muscle cells were observed, one resembling fibroblasts and the other with features of macrophages. It is concluded that these cells are normal constituents of the aortic media, involved in synthesis of extracellular matrix and immunosurveillance respectively. Their involvement in repair and disease process needs further investigation.Keywords: tunica media, aorta, fibroblast, macrophage.