The early events in the infection of normal B lymphocytes and B lymphoblastoid cells by Epstein-Barr virus (EBV) were examined by electron and immunoelectron microscopy and by infectivity and inhibition studies. Purified EBV remained on the cell surface at 4 degrees and appeared as 250-nm ovoid particles in contact with the cell membrane through 50-nm envelope projections. Internalization of EBV in normal B lymphocytes into large (300-500 nm) uncoated vacuoles was initiated within 2 to 5 min at 37 degrees. At this stage approximately 1/3 of cell-associated virus was located in cellular invaginations while another 1/3 was in cell vacuoles. Direct fusion of EBV with the outer cell membrane was not observed. Instead, viral deenvelopment and nucleocapsid transit into the cytoplasm occurred from the large endocytic vesicles within 15 to 30 min at 37 degrees and did not involve lysosomal enzymes. During this time, the viral envelope became amorphous and its separation from the nucleocapsid was evident. After 60 to 90 min at 37 degrees, viral nucleocapsids were visualized in close proximity to the cell nucleus. Weak bases such as chloroquine, methylamine, and ammonium chloride retarded viral deenvelopment and fusion inside the endocytic vacuoles, resulting in abrogation of viral infectivity and accumulation of intact virions within cell vacuoles. These studies indicate that EBV enters normal B lymphocytes by a different endocytic pathway than the clathrin-receptosome-lysosome pathway utilized by many other ligands, including a number of viruses, to enter cells. In contrast to the pathway of entry into normal B lymphocytes, EBV entered B lymphoblastoid cells by direct fusion with the outer cell membrane within 2 to 5 min at 37 degrees.