OBJECTIVE--To investigate whether smoking causes ultrastructural changes in the intima of the proximal saphenous vein. DESIGN--Proximal saphenous veins from heavy smokers and non-smokers were examined with scanning and transmission electron microscopy to determine changes in surface ultrastructure, in the intercellular junction, and in the thickness of the basal lamina. Immunogold labelling was used to identify specific components of the endothelial basal lamina. MATERIAL--Vein specimens were obtained from patients undergoing varicose vein surgery (12 patients) or distal bypass surgery (eight patients). MAIN RESULTS--The only ultrastructural change that discriminated between specimens was thickening of the endothelial basal lamina. All specimens with a thickened basal lamina were from heavy smokers. Immunogold labelling studies showed that the thickened basal lamina contained specific accumulations of fibronectin but not heparan sulphate proteoglycans, type IV collagen, or laminin. CONCLUSIONS--Two ultrastructural characteristics are associated with smoking: thickening of the endothelial basal lamina and a specific accumulation of fibronectin in the thickened basal lamina. Such abnormalities in the saphenous veins from smokers may contribute to the poorer performance of these veins as bypass conduits.