Eleven male two-month-old Holstein calves were used to determine the pathological changes induced by a Cooperia punctata infection. After weaning, ten calves received a single oral dose of 45,000 C. punctata infective larvae. One calf remained as a non-infected control. Groups of two calves were killed on days 7, 14, 21, 28 and 35 post-infection (p.i.) for determination of worm burdens and histopathological evaluation. The small intestine was sub-divided into three sections of approximately equal length, and representative samples of mucosa were fixed in 10% formalin, cut, and stained with haematoxylin-eosin. Samples of intestinal contents and mucosal digests were taken and fixed in 10% formalin for an estimation of total worm burdens. An increase in the number of adult parasites and a decrease in the number of larvae were observed with time (P<0.001). A higher concentration of worms was found in the first segment of the small intestine during the five weeks of observation. Histology showed larvae in the intestinal mucosa on day 7 p.i., with a discrete increase in the cellular response. Adult worms and a marked cellular infiltrate with eosinophils and neutrophils were present on day 21 p.i., and these persisted until day 35 p.i. Microcysts resulting from worm destruction were observed from day 21 p.i.