The purpose of this study was to design an animal model that induces histological changes in Achilles tendons consistent with those cited in the literature for human Achilles tendon disease. Sprague-Dawley rats were subjected to 10° uphill treadmill running on a custom-designed rodent treadmill and at a speed of 17 meters per minute for 1 h, five times per week, over a 12-week treatment period. Subsequent histological analysis revealed alterations in the rat Achilles tendon that were generally consistent with those described in the literature for diseased human tendon tissues. These features include: decreased collagen fiber organization, more intense collagen staining, and increased cell nuclei numbers. Interestingly, though, immunohistochemical cell typing suggests that the observed increased cellularity does not include a significant inflammatory component but is secondary to increased numbers of endothelial cells (i.e., vascularization) and fibroblasts. These histological features likely represent a biological repair/remodeling response resulting from overuse running.