Cadmium was fed to young Japanese quail, at a level of 75 mg. per kg. of diet, from hatching to 4 weeks of age. Cadmium produced gross, microscopic, and ultrastructural lesions in the proximal small intestine of these quail, similar to those occurring in human malabsorption syndromes, celiac disease, nontropical sprue, and tropical sprue. The small intestines of the quail were dilated and thin walled. Villi were short and thick and had a dense cellular infiltrate in the lamina propria. The striated border was thin but stained for neutral mucopolysaccharides, as did the normal border. Some villi were covered with stratified epithelial cells. Hypertrophy and hyperplasia of globlet were seen, but the mucin stained for weakly acidic mucopolysaccharides, as did the normal cells. At the ultrastructural level, microvilli of both absorptive and goblet cells were markedly shortened, particularly near the tips of the villi. Absorptive cells were atrophic, and there was s diminution of the usual cellular organelles. Granular cisternae were long and tortuous, mitochondria were dense and small, and large lysosome-like bodies and large lipid droplets accumulated in the cytoplasm, but there was a decrease in the normal small, pale and dark lipid droplets. The cellular infiltrate of the lamina propria included groups of plasma cells with dilated cisternae. There were large, irregular, electron-dense bodies in the endothelium of large veins and degeneration of some nerve plexuses in the muscularis propria. (Author)