PURPOSE: The purpose of this study was to investigate in vivo the long-term development, differentiation, and proliferation of the subendothelial tissue on Dacron prostheses seeded with microvascular cells (MVC). METHODS: Autologous MVC from omental adipose tissue were seeded on 4 mm Dacron prostheses and the prostheses interposed in the carotid arteries of mongrel dogs for 5, 13, and 26 weeks. RESULTS: Light and electron microscopic evaluation of patent seeded prostheses demonstrated an almost complete monolayer of endothelial cells and well-organized subendothelial tissue, whereas patent control prostheses were mainly covered by red and white thrombi, which were partially replaced by organized tissue with increased implantation time. The measurements of the thickness of the luminal cell layer in seeded and control grafts showed no statistically significant increase between 5 and 26 weeks of implantation. The subendothelial tissue of seeded prostheses demonstrated a time-dependent maturation of highly synthesizing myofibroblasts embedded in a collagen matrix to cells with features of smooth muscle cells located in a collagen-elastin matrix. In control grafts examined after 26 weeks the spontaneous endothelialization was accompanied by a delayed or incomplete maturation of subendothelial tissue. CONCLUSIONS: Our study indicates that MVC seeded onto Dacron prostheses are able to generate a vascular wall that does not continue to proliferate after prolonged implantation and that increasingly resembles the wall of a normal artery in cell differentiation and intercellular matrix.