The aim of this study was to elucidate transcriptional changes in the parasitic nematode Teladorsagia circumcincta upon encountering either naïve or immune ovine hosts. Pools of 100 000 exsheathed 3rd- stage T. circumcincta larvae were exposed in vitro to either an immune or naïve ovine abomasal environment, RNA was extracted from the larvae and sequenced using the Roche 454 platform. Each sample produced approximately 82 000 reads that assembled to give approximately 5500 Isotigs (contigs). The two sequence datasets were clustered together to give a total of 6969 clusters of which 18 were differentially expressed (P<0·001) between the two groups. Clusters with a predominance of reads in larvae exposed to the immune abomasal environment encoded homologues of peptidyl-glycine alpha-amidating monooxygenase, heat shock-protein 16-2 and IDA-1, a tyrosine phosphatase-like receptor protein. Clusters with a predominance of reads in the naïve environment encoded homologues of cytochrome b, EGg Laying defective family member 21 and NADH dehydrogenase subunit 5. Gene ontology analyses indicated that larvae exposed to the immune environment showed an increase in expression of genes involved in 'carbon utilization', 'response to stimulus' and 'developmental process'. These data suggest that T. circumcincta modulates gene expression in response to the immune status of the host.