The replication in RL-33 cells (rabbit lung cell line) of herpesvirus tamarinus isolated from cotton-topped marmosets (Saguinus oedipus) was investigated by electron microscopy. In the early stages of infection, ring-shaped and granular structures, and fibrillar materials were recognized in the nucleus. Immature particles were often found in such nuclei. The envelope of the virus was formed by budding through intracytoplasmic membranes, the inner nuclear membrane or the membrane of intracytoplasmic vacuoles. Virus particles which appeared to be budding through the plasma membrane were also observed. Aberrant viral forms were produced by independent budding of both the inner and outer nuclear membranes. The mature particles once enveloped acquired a second envelope by budding through intracytoplasmic double membranes or the outer nuclear membrane. Unusual virus-associated structures were observed in the cytoplasm and nucleus. Virus particles appeared to be released by the process of reverse phagocytosis.