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Objective To assess the development of common carotid artery properties (diameter, distensibility and compliance) in a cohort of 140 subjects (mean age 65.8 years, SD 7.5 years) originally diagnosed as impaired glucose tolerant in a population-based study, and to explore determinants of changes observed. Design An observational, longitudinal study over a 3-year-period. Methods Vessel wall movement detector system based on ultrasonography, linear generalized estimating equations. Results Carotid artery diameter rose from 6.87-7.02 mm (+ 2.2%, P < 0.001). Distensibility decreased from 11.8 to 10.9 x 10 -3 kPa -1 (-8.3%, p = 0.009). Compliance decreased from 0.44-0.43 mm 2 kPa -1 (P= 0.17). Changes in blood pressure level were negatively associated with changes in distensibility and compliance. Baseline fasting glucose levels were positively associated with changes in diameter, while fasting insulin levels were negatively associated with changes in distensibility and compliance in men, but not in women. Conclusions In subjects with a recent history of impaired glucose tolerance, we observed an increase in carotid artery diameter and a decrease in distensibility. Change in blood pressure level and baseline fasting glucose and HbA 1c levels were positively related to the increase in diameter. In men, but not in women, baseline fasting insulin levels were associated with an acceleration of these changes.