Twenty-eight pregnant goats in midgestation were exposed to a bovine pathogenic strain of Brucella abortus to determine the histologic changes associated with infection. Does were necropsied 0 to 7 days or 4 to 6 weeks after delivery of aborted, stillborn, or live, full-term fetuses. Aborted and stillborn fetuses were necropsied within 16 hours of delivery. Selected, paired tissue specimens were collected for histologic and bacteriologic examination. An avidin-biotin-peroxidase complex immunostaining procedure was used to detect Brucella antigen in tissue section. Histologic changes were evident in specimens from infected does and aborted fetuses. Postpartum does had endometritis, lymphoid hyperplasia in lymph nodes and spleen, and lymphocytic mastitis. The most prominent finding in aborted fetuses was an interstitial pneumonia. Lesions in does and fetuses were similar to those described in Brucella-infected cows and fetuses; however, lesions were less consistently observed in goat fetuses than has been observed in bovine fetuses. Brucella antigen was detected by immunoperoxidase staining within the cytoplasm of placental chorioallantoic trophoblastic cells, macrophages, neutrophils, and uterine epithelial cells. Also, stained brucellae were free in placental and fetal vascular lumens and in the interstitium of autolyzed fetal tissues.