An outbreak was encountered of numerous yellowish cutaneous nodules in one- to two-year-old farmed Nile crocodiles (Crocodylus niloticus) in Kasaba Bay Crocodile Farm at Lake Tanganyika in Zambia during 1988. Out of 4000 crocodiles of different age groups, 300 yearlings were affected and 82 of those affected died. The lesions were prominent on the head, especially around the eyelids, the nostrils, both sides of the mouth, ventral neck, ventral pale belly, limbs and the root of the tail. Histologically, the epidermal lesions revealed large focal areas of marked acanthosis accompanied by hyperkeratosis and parakeratosis. In the prickle cells, there were multiple small neutrophilic granular inclusions and large eosinophilic homogeneous cytoplasmic inclusions. Electron microscopically, there were numerous poxvirus particles and matrices in the cytoplasm of many prickle cells. Dark blue homogeneous cytoplasmic inclusions in toluidine blue sections consisted of an electron opaque matrix with mature viral particles (160 x 200 x 230 nm). Furthermore, there were clumps of granular matrix containing immature viral particles (200 x 399 nm) in the cytoplasm. Various features of viral developing processes were observed.