Entry of the KUN strain of human rotavirus into MA 104 cells was studied by electron microscopy. Virus particles attached to the cell membrane appeared to be almost exclusively double-shelled virions. These attached virions followed two distinct pathways into the cytoplasm depending on pretreatment with trypsin. Using infectious rotavirus which had been pretreated with trypsin, the viral nucleoids passed directly into the cytoplasm within 5 minutes after inoculation, through dissolution of the viral capsid and cell membrane. Using non-infectious rotavirus that had not been pretreated with trypsin, phagocytosis or pinocytosis occurred in which virions were sequestered into lysosomes 20 minutes after virus attachment to the cell membrane. After being sequestered, uncoating of the rotavirus virions within lysosomes was seen, but it did not result in release of the genome. On the basis of these observations it was concluded that when virions were pretreated with trypsin, virus replication occurred following the direct passage of viral nucleoids into the cell cytoplasm. However, mere phagocytosis of virus particles into cell lysosomes, which occurred when trypsin-untreated virus was used, does not appear to be related to rotavirus replication.