This study identifies and compares the distribution of mononuclear cells in the mammary gland tissues and milk of healthy and chronically infected with Staphylococcus aureus cows. Somatic cell counts (SCCs) during the 3 months before the study were > 1 x 10(6) cell/ml in the infected quarters and < 1 x 10(5) cell/ml in the infection-free quarters. Immediately after slaughter, samples from the tissues above the gland cistern and supra-mammary lymph node were collected. No histological differences were found between the supra-mammary lymph nodes of the healthy and infected udders, and both appeared normal. In the milk of the healthy infection-free mammary glands, SCC was < 50,000 cells/ml) while epithelial cells were the predominant type. The percentage of CD18+ was low than 45%, of which over three-quarters were polymorphonuclear (PMN), and less than one- quarter were mononuclear cells. The later comprised CD4+ or CD8+ T-lymphocytes, macrophages (Mo) but not B-cells. In the tissues, there were few CD18+ leukocytes, and most of the cells were T-lymphocytes. The number of B-lymphocytes bearing CD21+ was similar to that of CD8+ and were localized in the connective tissue as clusters of 2-5 cells, mainly in areas with no alveoli, or as single cell having a dendritic like form. The number of Mos was negligible. In the milk of the infected glands, SCC exceeded 700,000 cells/ml, of which > 95% were CD18+ positive. The distribution of the leukocytes had two patterns: one presented (> 80%) of PMN cells and a small number of mononuclear cells; the second had less than 50% PMN and many mononuclear cells. The CD8+ cells in these infected sections were observed throughout the mammary epithelial cells (MEc) around the alveoli and in the alveolar lumen (AL). The numbers and the location of CD21+ B-lymphocytes were similar to those in the infection-free mammary glands. The number of CD5+ positive cells was lower than T and B- cells combined and were located throughout the mammary epithelial cells, around the alveoli and within the connective tissue. Mo numbers were high in most of those infected quarters, and were localized around the connective tissue and within the AL.