Little is known about the mechanisms responsible for the adaptation and changes in the capillary network of hindlimb unweighting (HU)-induced atrophied skeletal muscle, especially the coupling between functional and structural alterations of intercapillary anastomoses and tortuosity of capillaries. We hypothesized that muscle atrophy by HU leads to the apoptotic regression of the capillaries and intercapillary anastomoses with their functional alteration in hemodynamics. To clarify the three-dimensional architecture of the capillary network, contrast medium-injected rat soleus muscles were visualized clearly using a confocal laser scanning microscope, and sections were stained by terminal deoxynucleotidyltransferase-mediated dUTP nick-end labeling (TUNEL) and with anti-von Willebrand factor. In vivo, the red blood cell velocity of soleus muscle capillaries were determined with a pencil-lens intravital microscope brought into direct contact with the soleus surface. After HU, the total muscle mass, myofibril protein mass, and slow-type myosin heavy chain content were significantly lower. The number of capillaries paralleling muscle fiber and red blood cells velocity were higher in atrophied soleus. However, the mean capillary volume and capillary luminal diameter were significantly smaller after HU than in the age-matched control group. In addition, we found that the number of anastomoses and the tortuosity were significantly lower and TUNEL-positive endothelial cells were observed in atrophied soleus muscles, especially the anastomoses and/or tortuous capillaries. These results indicate that muscle atrophy by HU generates structural alterations in the capillary network, and apoptosis appears to occur in the endothelial cell of the muscle capillaries. intercapllary anastomosis; tortuosity; capillary volume; capillary lumen; erythrocyte velocity; disuse atrophy; endothelial terminal deoxynucleotidyltransferase-mediated dUTP nick-end labeling SKELETAL MUSCLE CAPILLARIES run tortuously along muscle fibers in the relaxed resting state (2,4,18,20,33). These capillaries are connected with anastomoses, which run orthogonally to muscle fiber direction like parallel rungs of ladder (12, 33). Capillary-to-fiber (C/F) ratio is frequently used to evaluate O 2 supply capacity in skeletal muscle (27). In fact, the C/F ratio is higher in rat soleus muscle, which mainly contains slow oxidative fibers (type I), than in extensor digitorum longus, which is predominantly comprised of fast glycolytic fibers (type IIb) (1, 8, 13). C/F ratio was increased by the augmentation of muscle activity, e.g., exercise or electrical stimulation (9,14,20,25), and was decreased by disuse (14, 31, 33). Histological sections from earlier studies of capillary remodeling in skeletal muscle with disuse atrophy demonstrate a decrease in capillary luminal diameter (16,36) and in the C/F ratio (13, 31, 32) despite an increase in capillary density (13,31,32).Although the regression of anastomoses in atrophied skeletal muscle has not been well studied, it wa...