An electron microscopic study of kitten kidney cells infected with a feline calicivirus (a member of the family Picornaviridae) has been carried out. Although cells appeared to be synchronised by the light microscope, electron microscopic changes were extremely variable. The first observable and consistent changes occurred in the nucleus followed by the formation of membrane bound vesicles in the cytoplasm. A variety of arrangements of virus particle accumulation were observed in infected cells. These included crystalline arrays, membranous cisternae and accumulation of particles in fine fibrillar material. The finding of accumulations of virus particles in association with smooth membranes is of importance in respect of the recent biochemical evidence of poliovirus assembly in relation to smooth membranes.