We are involved in a comprehensive program to characterize atherosclerotic disease using multiple MR images having different contrast mechanisms (T1W, T2W, PDW, magnetization transfer, etc.) of human carotid and animal model arteries. We use specially designed intravascular and surface array coils that give high signal-to-noise but suffer from sensitivity inhomogeneity. With carotid surface coils, challenges include: (1) a steep bias field with an 80% change; (2) presence of nearby muscular structures lacking high frequency information to distinguish bias from anatomical features; (3) many confounding zero-valued voxels subject to fat suppression, blood flow cancellation, or air, which are not subject to coil sensitivity; and (4) substantial noise. Bias was corrected using a modification of the adaptive fuzzy c-mean method reported by Pham et al. (IEEE TMI, 18:738-752), whereby a bias field modeled as a mechanical membrane was iteratively improved until cluster means no longer changed. Because our images were noisy, we added a noise reduction filtering step between iterations and used about 5 classes. In a digital phantom having a bias field measured from our MR system, variations across an area comparable to a carotid artery were reduced from 50% to <5% with processing. Human carotid images were qualitatively improved and large regions of skeletal muscle were relatively flat. Other commonly applied techniques failed to segment the images or introduced strong edge artifacts. Current evaluations include comparisons to bias as measured by a body coil in human MR images.