Feline embryo (FEmb) cell cultures, in which 90 percent of cells were dividing (cycling), were synchronized, by serum deprivation, to the degree that 88 per cent of the cells divided within a 12 hour period. When such cultures were infected with feline panleukopenia virus (FPV) at a multiplicity of infection of 5.7, a maximum level of cell associated virus was attained 28 hours post-infection (p.i.). There was a tendency for virus to remain cell associated in that cell lysis did not begin until 40 hours p.i. The genesis of FPV inclusion bodies was studied by light microscopy. Inclusions were intranuclear, weakly basophilic and Feulgen positive; they were first observed 8 hours p.i., and increased to be present in 90 percent of cells by 40 hours. Mitosis was markedly inhibited in FPV infected monolayers. The earliest changes observed by electron microscopy of infected cells were the presence of virus particles within nuclei, progressive chromatin margination, and nucleolar changes involving apparent segregation of the fibrillar and granular components. Virus particles measured ≃20 nm in diameter, and appeared either uniformly electron dense or possessed a dense margin and a pale center; many of the latter contained a single, central, dark spot. Virions ultimately became closely packed in all areas unoccupied by other nuclear components. In some nuclei a linear arrangement of virions was noted, but paracrystalline arrays were not seen. Other changes observed in infected nuclei included the presence of nucleolar remnants sometimes in the form of solid or hollow bodies comprised of nucleolar granules or filaments; distension of the space between the two membranes of the nuclear envelope; and the presence of aggregates of abnormal, electron dense material within the nucleus. Discontinuities of the plasma membrane and swelling of cytoplasmic organelles were commonly seen in cells showing advanced nuclear changes, but at least the inner membrane of the nuclear envelope generally remained intact. The characteristic, well defined inclusions of light microscopy were not observed by electron microscopy, and thus probably represented a preparation (shrinkage) artifact.