Development of equine herpesvirus strain 82A was studied in cells from primary horse kidney (HOK) cultures and an equine dermis (ED) cell strain. HOK and ED cells are equally susceptible to the 82A virus infection and yield about the same amount of infectious virus. Intranuclear inclusions were present in both cell systems, but a ring-shaped syncytial formation was observed only in infected ED cells. Ultrastructural studies revealed the presence of dense granules 30 nm in diameter and characteristic star-like clusters of granules in the infected HOK cells, but these granules were rarely seen in the infected ED cells. Viral nucleocapsids were associated with homogenous nuclear matrices, with moderate electron density in both cell systems. Viral nucleocapsids acquired envelopes by budding into the nuclear vacuoles in both HOK and ED cells. Budding from inner nuclear membranes into perinuclear cisterna or into cytoplasmic vacuoles also was observed frequently in HOK cells but was not seen often in infected ED cells. Multiple, membrane-bound intranuclear inclusions of fibrillar material which may be associated with virus envelopes were seen only in infected ED cells. Enveloped virus particles seen in nuclear vacuoles or perinuclear cisterna were more regular in shape and had a 130-nm diameter, whereas the enveloped virus particles seen in the cytoplasm and extracellular space were more irregular in shape and had a 130- to 160-nm diameter.