The fine structure of inclusion body and morphological changes in VERO cells infected with Edmonston strain of measles virus has been examined in the electron microscope. Localization of virus antigen has been studied by means of feritinconjugated antibody method. And the following results are obtained. 1) The fine structure of the nuclear inclusion material is found to consist mainly of randomly arrayed tubular structures with frequent ordered array. The width of these tubular structures is estimated at 15-20mμ. 2) The cytoplasmic inclusion is also consisted of an aggregate of randomly arrayed tubular material, which has the morphological resemblance to that found in the nuclear inclusion but is wider than that having approximate diameter of 30Mμ. Ordered array of the tubular structure is never revealed in the cytoplasmic inclusion area. 3) Many of the infected cells which contain tubular structure in the cytoplasmic inclusion show the characteristic cytoplasmic processes or spherical forms on and outside the cell wall. The spherical forms might be divided into two groups