The course of changes within the upper respiratory tracts of turkey poults experimentally infected with Alcaligenes faecalis was studied. The initial change observed (5 days post-inoculation) was colonization of the upper respiratory tract by the bacterium. Changes in the nasal turbinates and trachea were first apparent as a focal loss of cilia but subsequently developed into a general loss of cilia (11 days post-inoculation). Eventually, the entire ciliated epithelial layer in the cranial region of the trachea was lost (13 days post-inoculation). With the loss of cilia and ciliated cells, a highly viscous mucus was able to accumulate in the anterior one-half to two-thirds of the trachea. In addition, changes in the gross structure of the trachea (flaccid trachea) were observed in all poults inoculated with A. faecalis. There was an apparent gradation in the severity of these changes from severe in the cranial region of the trachea to mild in the region just anterior to the bronchial bifurcation. The observations resulting from A. faecalis infection indicated two major tracheal changes responsible for the chronic and sometimes severe nature of this disease. These changes included a loss of ciliary activity and a flaccid trachea which together resulted in the accumulation and stasis of mucus and tracheal collapse.