Reproducible infection of intact roots of oil palm (Elaeis guineensis) with Ganoderma boninense, the cause of basal stem rot, showed penetration followed by rapid longitudinal progression of hyphae and colonization of the lower stem (bole). Light and transmission electron microscopy showed invasion of the root cortex, with no evidence of selective progression through the vascular system Or lacunae. In newly colonized tissue the fungus behaved as a hemibiotroph, with numerous, wide, intracellular hyphae occupying entire host cells that possessed intact cell walls and contained discernible cytoplasm and organelles. In the bole this phase coincided with a complete depletion of previously abundant starch grains in advance of invasion. Subsequently, in the roots and colonized stem base, widespread necrotrophic, enzymatic attack of all layers of the host cell walls occurred. Hyphae were intra- and intercellular and intramural and associated host cell wall degradation was often at a distance from hyphae, resulting in cavities within cell walls. A third developmental stage was the formation of an extensive, melanized, tough mycelium or pseudo-sclerotium which surrounded roots and comprised many very thick-walled cells encasing more typical thin-walled hyphae. Macroscopic observation of and isolation from the bole of randomly felled, commercial palms provided confirmatory evidence that multiple infections originated in the roots before spreading into the base of long-established palms.