The aim of this study was to examine the morphological and functional changes in rabbit mesenteric arterial tissue cultured with fetal bovine serum. In the endothelium-denuded arteries cultured under a serum-free condition for one week (serum-free arteries), morphology of the smooth muscle layer was intact. In the serum-free arteries, high K + -induced contraction did not change but norepinephrine-induced contraction slightly decreased compared with that in the freshly isolated arteries, whereas the sensitivity to these stimulants was significantly augmented. In the medial layer of the arteries cultured with 10% fetal bovine serum for one week (serum-treated arteries), proliferation, disorientation and death of smooth muscle cells were observed. In the serum-treated arteries, both the amplitude of contractions induced by high K + and norepinephrine and the sensitivity to these stimulants were significantly reduced compared with those of the serum-free arteries. The reduced norepinephrine-induced contraction in the serum-treated arteries was partially recovered by adding N G -monomethyl-L-arginine (L-NMMA), a nitric oxide (NO) synthase inhibitor, to the assay medium. In α-toxin permeabilized arteries, the amplitude of Ca 2 +-induced contraction and the sensitivity of the contractile apparatus to Ca 2 + were significantly reduced after serum-treatment. These results suggest that chronic serum-treatment of rabbit mesenteric arteries impairs muscle contractility by the morphological and phenotypic changes in smooth muscle cells. NO production in smooth muscle cells is also responsible for the decreased contractility after the serum-treatment.