Vaccinia virus which had its DNA labeled with thymidine-H3 was purified and used as inoculum for L cells growing in suspension. Samples taken over an 8-hour period after infection were studied by light and electron microscopic autoradiography. Within 20 minutes of its being taken up at the cell membrane in phagocytic vesicles, the outer coat of vaccinia becomes disrupted and the virus core containing the labeled DNA passes into the cytoplasmic matrix. Within 1 hour after inoculation the labeled material passes out of the cores into zones of viroplasm, where cores or remnants of cores are gathered and the label becomes more concentrated by 3 hours after inoculation. Most of the label is conserved in the viroplasm areas during the remainder of the experiment. However, 6 hours after inoculation a very small proportion of progeny virus in the cytoplasm, morphologically distinct from the cores of the inoculum, has associated with it labeled material, perhaps derived from the DNA of the inoculum.