Histologic observations of mammary tissue samples from unbred heifers revealed that secretory parenchyma from uninfected quarters was undeveloped, exhibiting small alveoli with a limited luminal area and a large interalveolar stromal area. Tissues from quarters infected with Staphylococcus aureus were less developed, exhibiting less alveolar epithelial and luminal areas and more interalveolar stroma compared with tissues from uninfected quarters. Such quarters also demonstrated minimal secretory activity. Macroscopic and microscopic abscesses were observed in one quarter with S. aureus intramammary infection. Staphylococcus aureus-infected quarters showed greater leukocyte infiltration into mammary parenchymal components and cistern lining compared with uninfected quarters. Quarters infected with non-aureus staphylococci also exhibited greater leukocyte infiltration and greater percentages of interalveolar stroma compared with uninfected controls. Results demonstrated that presence of infection increased leukocytosis into the mammary gland and reduced secretory activity in heifers, suggesting a deleterious effect on future milk production.