These experiments were designed to determine if male New Zealand white rabbits made mildly hypertensive (20-30 mm Hg increase) with bilateral renal artery clips developed more or less sudanophilic lesions than controls, and if the animals responded differently if hypercholesterolemia was produced soon (one week) or late (eight weeks) after the animals were operated on. Both groups received the diet of 2% cholesterol and 6% corn oil for six weeks. We also studied the distensibility of the carotid artery to determine if altered elastic behaviour played a role in lesion development. The experiments showed that the acute hypertensive group developed most lesions (by area), but that the lesions in all groups had the same shape and location. The carotid arteries from the chronic hypertensives were least distensible, and most of the changes appeared to be in the elastance of collagen. The blood pressure actually dropped slightly in the chronic shams after the diet was started. These experiments suggest that, at least, in the rabbit, the duration of the hypertension may determine how the arterial wall responds to hypercholesterolemia. They show that mild hypertension, like hypercholesterolemia, alters the rate at which lesions develop, rather than altering their distribution. The changes do not appear to be related to altered distensibility.