Chloroform is an important environmental water and air pollutant. Inhalation exposure of female B6C3F1 mice and F-344 rats for 6 hr/day for 7 consecutive days to 0, 1, 3, 10, 30, 100, or 300 ppm of chloroform resulted in concentration-dependent lesions in the nasal passages. Chloroform-induced changes included increased epithelial mucosubstances in the respiratory epithelium of the nasopharyngeal meatus, primarily in the rats. A complex set of responses was seen in specific regions of the ethmoid turbinates, predominantly in the rats. These lesions in the ethmoid region, which involved all of the endo- and ectoturbinates, were most severe peripherally and generally spared the tissue adjacent to the medial airways. These changes were characterized by atrophy of Bowman's glands, increased numbers of vimentin-positive cells in the periosteum, new bone formation, and increased numbers of periosteal cells in S phase as determined by bromodeoxyuridine incorporation. Additional changes were site-specific loss of mucosubstances and loss of immunocytochemical staining of acini and ducts of Bowman's glands for P450-2E1 and pancytokeratin, and loss of P450-2E1 immunostaining of the olfactory epithelium. The only change noted in the mice was increased cell proliferation without the osseous hyperplasia. The no-observed-effect level for these responses ranged from 3 to 100 ppm, with histological changes and induced cell proliferation being the most sensitive parameters. It is proposed that the osseous changes induced by chloroform exposure may be secondary to primary degeneration of adjacent Bowman's glands. The relevance of these changes to human health risks include potential damage to the sense of smell, but such effects would not be expected at the low levels of chloroform commonly encountered in the environment.