The presence of crevicular bleeding after probing is an objective clinical sign of gingival inflammation. It has been associated with a plasma cell-dominated inflammatory infiltrate in deep pockets and has been suggested as an indication of active periodontitis. The purpose of this study was to characterize the cellular composition of gingival connective tissue associated with shallow pockets which bled after probing. Prior to biopsy, the mid-facial gingiva associated with 30 teeth from 26 patients was assessed for the presence or absence of visual inflammation, pocket depth and bleeding after probing with a standardized force of 25 g. A horizontal reference incision was made on the facial aspect of the gingiva to demarcate for histologic analysis the specific gingival area probed and evaluated for inflammation. Cell populations were determined from histological sections using morphometric point counting techniques in six standard fields at and coronal to the level of the reference incision. The percentage of cell types and the per cent volume densities of all tissue components were compared between clinically normal and inflamed gingiva. In clinically inflamed gingiva there was a significantly greater percentage of lymphocyte/macrophage/monocyte cells and a smaller percentage of fibroblast/endothelial cells. The percentage of plasma cells was only a fraction of that found for other inflammatory cells. The results of this study indicated that a lesion in the gingiva associated with bleeding after probing can consist of an inflammatory infiltrate which is not dominated by plasma cells.