Five adult ewes and five lambs were repeatedly immunized with weekly doses of 10,000 irradiated Haemonchus contortus L3 before challenge with 100,000 and 10,000 normal larvae respectively. Two groups of non-immunized ewes and lambs were similarly challenged and one animal from each of the four groups killed on days 3, 5, 7, 10 and 24 post-challenge. The cellular changes in the abomasal mucosa were less marked in the non-immunized groups than in the immunized animals and appeared later in the lambs than in the ewes. Thus, in the immunized ewes increases in the numbers of mast cells and eosinophils were evident within five days of challenge whereas similar changes appeared later in the immunized lambs. Also marked lymphoid aggregates at the base of the mucosa and in the submucosa were detected only in the immunized ewes. However, both immunized and non-immunized ewes showed rises in the numbers of IgA plasma cells after challenge which were not evident in either group of lambs.