A high resolution MR imaging technique using a custom designed flexible phased-array surface coil was developed to examine the wall of the carotid artery bifurcation in vivo. The phased-array consisted of two overlapping coils which increased the image signal-to-noise ratio at the depth of the carotid artery by approximately 70%, relative to a similarly sized single loop coil. The imaging protocol included a 2D T1-weighted (T1W) spin-echo scan and cardiac gated T2-weighted and proton density-weighted (PDW) fast spin-echo (FSE) scans. Images were obtained of six healthy volunteers and of one patient with known atherosclerotic disease several days before carotid endarterectomy. On T1W and PDW images of the healthy volunteers, the carotid arterial wall appeared to be comprised of two concentric rings; a high signal inner ring and a lower signal outer ring. The MR images of the patient revealed a calcified carotid bifurcation plaque which was confirmed during surgery. The endarterectomy specimen was imaged in vitro with MR and then sectioned histologically for correlation with the patients in vivo images. Our preliminary findings indicate that a high resolution technique may provide a noninvasive technique to study atherosclerosis of the carotid bifurcation.