We have utilized acetylcholinesterase (AChE) histochemistry to analyze possible post-lesion changes in the distribution of AChE containing afferents to the hippocampal formation of the cat following unilateral destruction of the entorhinal cortex. In the cat, the entorhinal area gives rise to a massive projection to the ipsilateral fascia dentata, and to regio inferior and regio superior of the hippocampus proper. Sixty days following unilateral entorhinal lesions, histochemical preparations for AChE indicate a dramatic increase in the density of the reaction product in the zones normally occupied by entorhinal afferents in the fascia dentata and regio inferior of the hippocampus proper, whereas little if any increase in the density of the reaction product was observed in the entorhinal terminal zone in regio superior. In addition to these increases in the density of the AChE reaction product, there was also evidence for a widening of an AChE free zone in the inner stratum moleculare of the fascia dentata denervated by the lesion. The time course of these changes in the pattern of AChE staining was analyzed by sacrificing animals 7, 10, 13, 14, 16, 17,, 19, and 20 days following entorhinal cortical lesions. The increase in the density of the AChE reaction product in the denervated zones was not apparent at seven days post-lesion, while at ten days post-lesion, a slight increase in the density of the AChE reaction product could be observed. By 13 days post-lesion, the differences between the denervated and normally innervated (contralateral) hippocampal formation were prominent, and by 16 days post-lesion, the pattern of staining appeared comparable to that which was observed at longer post-lesion intervals. The present experiments indicate that following entorhinal cortical lesions in mature cats the final post-lesion pattern of altered AChE staining is quite comparable to that which is observed following similar lesions in rats. In the rat, such changes in AChE staining have been interpreted as a reflection of a proliferation of cholinergic septal afferents within the denervated zones. If this interpretation is correct, the present results suggest a similar proliferation of cholinergic afferents following entorhinal lesions in cats. The time course of this apparent proliferation is considerably slower in the cat then in the rat, however, since the earliest changes are observed at approximately five days post-lesion in the rat, and ten days post-lesion in the cat.