The present study describes the histopathologic aspects of varicose (n=29; mean age, 52 +/- 12 years) and normal saphenous veins (n=17; mean age, 51 +/- 12 years) of patients from a similar age group. We focused on the changes that occur in the circular layer of the venous wall. We examined the venous walls by light microscopy and transmission electronmicroscopy. A semiquantitative grading system was used to assess the smooth muscle cell (SMC) hypertrophy and the change that occurs in the elastin pattern. The volume densities (Vv) of SMC and collagen were measured as well as the diameter of the SMC, and the nuclei of SMC per fixed area were counted. The varicose vein wall differed from the normal saphenous vein by the presence of hypertrophic SMC as well as disorganized elastin patterns. A correlation between the hypertrophic SMC and an abnormal elastin pattern was observed (r=0.658, p<0.001). Ultrastructurally, the SMC show prominent microherniations and vesicles that bud from the cell. These vesicles contain microfilaments and microtubuli, although no other organelles could be detected. The elastin fibers are disrupted from the hypertrophic SMC. No significant difference could be detected in both the Vv of SMC and the Vv of collagen. The diameter of the SMC in the varicose vein (d=9.45 +/- 1.22 microm) differs significantly from that in the normal saphenous vein (d=6.22 +/- 1.47 microm) (p<0.001). Also, the nuclei of SMC per fixed area differs significantly between the varicose (87 +/- 18) and nonvaricose (117 +/- 24) veins (p<0.001). We conclude that the cellular hypertrophy of the SMC and the microherniations could be the basis for disruption of the elastin fibers connected to the SMC in varicose veins. Disrupted connections between SMC and elastin fibers could in turn induce the weakness of the venous wall observed in varicose vein disease.