Most of the mucosal epithelium in the anterior small intestine of B10A mice infected with Trichinella spiralis showed no cytopathology. However, isolated foci of damaged cells or dense masses of multinucleate cytoplasm were seen in the crypt-villus junction, or the base of the villi. Cells occupied by the nematode ranged from a nearly normal appearance, showing only compressed nuclei and organelles, to progressive inflation and vesiculation of endoplasmic reticulum, loss of terminal web and hence disoriented and reduced microvilli, and pycnosis of nuclei. Damaged cells and multinucleate cytoplasmic masses may be derived from the cells previously occupied by the nematode that were linked together by fusion of their lateral cell membranes. Damaged cells and multinucleate masses are apparently sloughed from the epithelium at the villus base without migrating up the villi. Eosinophils were seen in the lamina propria, in the mucosal epithelium (usually associated with damaged cells) and in the intestinal lumen (also with damaged cells). As no eosinophils were seen in contact with the nematode, their activities may be related more to the cells killed by the worm than to the worm itself.