Esophageal papillomas naturally occurring in 35 cattle were examined by light and electron microscopy. The characteristic histological lesions noted were acanthosis and parakeratosis of the mucous membrane with formation of basophilic intranuclear inclusion bodies in cells of the stratum corneum. Electron microscopically, viral particles were observed in the strata spinosum and corneum, and larger aggregations of viral particles appeared to correspond to the histological inclusions. The virus particles had a hexagonal profile, measured 35-40 nm in diameter and were arranged in crystalline arrays in some nuclei. The viral particles had morphologic characteristics indistinguishable from those of other papilloma viruses. The inclusions were stained positively by immunohistochemical methods using anti-bovine papilloma virus serum.