The ultrastructural changes in a feline embryo continuous cell line infected with feline calicivirus at a multiplicity of infection of approximately 1 were studied. Virus was found only in the cytoplasm and was observed as single particles, as extensive, non-regular accumulations, as paracrystalline arrays, and as single or multiple linear arrays associated with microfbrils. Mature virus particles were readily distinguished from ribosomes in that they were larger (35nm diameter) and consisted of a central, electron-dense core 20 nm diameter surrounded by a less electron-dense coat. Other changes ovserved in infected cells included rounding of the cell and nucleus and loss of pseudopodia. There was extensive production of smooth-membrane bound vesicles in the cytoplasm. Virus accumulations of each type, but especially paracrystalline arrays, were frequently closely associated with collections of these vesicles. The cisternae of the endoplasmic reticulum and the space between the two layers of the nuclear membrane was distended. By Feulgen staining and light microscopy, as well as electron microscopy, it was established that nuclear chromatin undergoes profound changes consisting of condensation usually into a single, rounded, central mass.