Vein graft reconstruction of the cervical portion of the vertebral artery has been commonly used for the treatment of atherosclerotic arterial disease. In this article, we describe two instances of vein graft replacement of the distal portion of the vertebral artery. In the first case, the vein graft was placed from C2 transverse foramen to the intradural portion of the vertebral artery to replace an artery abnormally encased and involved by meningioma. The grafting was done in this case to preserve the cerebrovascular reserve in a young patient. In the second case, a vein graft was placed from the extradural C1 portion to the intradural artery beyond the posterior inferior cerebellar artery. This was done to replace a segment of the artery involved by a giant aneurysm, which could not be clipped without occluding the parent artery. In this case, the vein graft replacement was necessitated by changes of somatosensory evoked potentials after the aneurysm was clipped, demonstrating the need to preserve the patency of the artery. Vein graft replacement of the proximal intradural vertebral artery is feasible by the combination of standard cerebro-vascular techniques and the exposures afforded by skull base surgery.