Observations were made on the histology of tissues from the first 6-10 m of the small intestine from both sheep infected with Trichostrongylus colubriformis and from uninfected controls. In uninfected animals, and in distal samples from infected lambs, villi were tall and covered by tall columnar epithelium, the intestinal crypts were convoluted and the lamina propria was only moderately cellular. In tissues with sub-total villus atrophy and a convoluted surface, the superficial epithelium was usually low columnar, often with an indistinct brush border. More severely affected mucosa was flat, with low surface epithelium and protruding crypt openings. The flat surfaces frequently had leaks of eosinophilic material and polymorphonuclear cells between enterocytes, or through erosions in the epithelium. Such defects were smaller and less frequent in mucosa with a convoluted surface. There were increased mitoses in intestinal crypts and a heavy inflammatory cell infiltrate in the lamina propria. Mast cell, globule leucocyte and theliolymphocyte numbers were not increased in infected sheep.