Presently most noninvasive methods for assessing extracranial carotid disease have relied on hemodynamic change associated with significant stenosis. Recent evidence has suggested that both ulceration and/or plaque hemorrhage may frequently play an important role in the pathophysiology of carotid disease. To assess the ability of B-mode ultrasound to provide this anatomic information, in a prospective blinded manner we compared B-mode ultrasound and selective four-vessel arteriography to pathologic specimens obtained at the time of 89 carotid endarterectomies. The presence of ulceration, plaque characteristics (particularly hemorrhage), and luminal diameter were described for each modality. While arteriography detected only 16 of 27 ulcerations (sensitivity, 59%), B-mode ultrasound had a greater sensitivity (24/27, 89%). Both modalities had comparable specificities (arteriography, 73%; B-mode ultrasound, 87%). Moreover, B-mode ultrasound was highly sensitive for demonstrating plaque hemorrhage (27/29, 93%), as well as being quite specific (84%). Assessment of luminal reduction by B-mode ultrasound improved with technologist/interpreter experience and was significantly improved by adding real-time spectral analysis. Because of B-mode ultrasound's sensitivity for imaging ulceration and plaque hemorrhage, it offers significant advantages for the noninvasive detection of extracranial carotid disease.