Early interaction between two animal viruses, vaccinia and adenovirus 7, which multiply readily in L strain and HeLa cells, respectively, was examined in both whole mount preparations and in thin sections. To observe the association at the surface, cells carrying adsorbed virus were swelled under controlled conditions and then "stained" with neutral phosphotungstate. Each particle of both virus types becomes attached to the cell by several capsomeres and is then ingested by phagocytosis. Within the cell, near the surface, single particles or small clumps of adenovirus are lodged within vesicles. Deeper in the cytoplasm this virus is packed in large, numerous inclusions, whereas very close to the nuclear envelope only free particles are found. Vaccinia, on the other hand, either free or in vesicles, is always found in the cytoplasm, at some distance from the nucleus (11). Adsorption and intracellular disposition of these two viruses is discussed in relation to the infectious process.