We have previously shown that plasma protein supplementation prevents the activation of lymphocyte populations of Peyer's patches and mesenteric lymph nodes, which is known as organized gut-associated lymphoid tissue (GALT). Here, we examined the effects of spray-dried plasma proteins (SDAP) and Ig concentrate (IgC) supplements on lamina propria and intraepithelial lymphocytes (diffuse GALT) in a model of mild intestinal inflammation induced by the intraperitoneal administration of Staphylococcus aureus enterotoxin B (SEB). Wistar-Lewis rats were fed diets supplemented with SDAP (8% wt:wt), IgC (1.5% wt:wt), or bovine milk proteins (control diet) from weaning (d 21) to d 34 after birth. On d 30 and 33, rats were given SEB (0.5 mg/kg body weight) or PBS (control). Experimental groups were designated control, SEB, SEB-SDAP, and SEB-IgC. Lymphocyte populations were analyzed by immunohistochemistry. In lamina propria, SEB increased the cytotoxic lymphocyte populations of T-gammadelta cells (38%; P < 0.001) and natural killer cells (59%; P < 0.05) and the number of activated T lymphocytes (148%; P < 0.001). Both SDAP and IgC decreased the effects of SEB on these lymphocyte subsets (P < 0.05). In the epithelium, SEB induced a 117% increase in intraepithelial-activated lymphocytes that was reduced by SDAP supplementation (P < 0.01). The effects of plasma supplements on intestinal lymphocyte populations suggest that oral plasma proteins can modulate the degree of activation of diffuse GALT.