Ultrastructural changes in Aedes albopictus cells infected with Kunjin virus were characterized from 12 to 72 h post-infection. Early in infection (16h), there were no prominent ultrastructural changes except for an increase in the number of vacuoles in the cytoplasm. As the infection progressed the rough endoplasmic reticulum appeared to lengthen and whorls of fibres were observed within some vacuoles. Virus particles were observed in small numbers scattered in the cytoplasm between 24 to 30 h after infection. However, by 48 h, large numbers of morphologically mature virus particles were visible, usually in association with the rough endoplasmic reticulum, with the clusters of vesicles or with convoluted smooth membranes. Although no definite evidence of precursor particles or of budding of virions was obtained, the clusters of vesicles and the various membranous structures appeared to play a role in the morphogenesis of this virus. The results are compatible with the hypothesis that maturation of virus particles occurs within all these virus-induced structures.