Anaplasma marginale Theiler, a tick-borne rickettsial pathogen of cattle, was recently propagated in a continuous tick cell line, IDE8, derived from embryonic Ixodes scapularis Say. Cell monolayers were infected briefly with a high multiplicity of infection to synchronize rickettsial development and allow for description of the invasion, development, and release of A. marginale from the cultured cells. Sequential samples were collected, fixed, and processed for examination with light and electron microscopy. A. marginale entered host cells by an endocytotic process and remained within a vacuolar membrane throughout development. After entry, the dense form of A. marginale transformed into the vegetative or reticulated form that multiplied by binary fission, forming large colonies of rickettsiae. The reticulated form subsequently transformed into the dense form of A. marginale, which was released from cells and survived extracellularly. The dense forms were eventually released from the cultured cells by a process in which the inclusion membrane fused with the host cell membrane. Release of A. marginale was effected without the loss of host cell cytoplasm. In subsequent cell cycles, A. marginale reinfected cultured cells resulting in the development of multiple colonies per cell and eventual host cell destruction. Small vesicles were abundant within the colonies and appeared to form from individual rickettsiae. Development of A. marginale in IDE8 cells was similar to that described in naturally infected Dermacentor spp. ticks. However, destruction of cells by A. marginale as seen in vitro was not observed in naturally infected ticks. An understanding of the developmental cycle of A. marginale in cultured cells may provide insight into rickettsial development in its tick host and provide a basis for studying pathogen-host cell interaction in vitro.