Three lactating cows were experimentally infected with Staphylococcus aureus ATCC 29740 (Newbould 305 strain). Cows were euthanatized 2 to 216 hours after inoculation. Bacteriologic and microscopic examinations showed that S aureus attached to epithelial cells of the mammary gland in vivo. The histopathologic changes observed were progressive swelling, vacuolar degeneration of epithelial layers, and multiple foci of epithelial erosions and ulcers throughout the ductal system. The cellular response of the infected glands was demonstrated by a rapid increase in the number of somatic cells in the secretion and by accumulation of neutrophils below, within, and on the epithelium of the teat and lactiferous sinuses. The inflammatory response did not prevent infection nor subsequent pathologic changes in the inoculated glands.