A combined qualitative and quantitative approach has been used to examine the role of virus inclusion bodies (VIBs) in the morphogenesis of bluetongue virus (BTV). VIBs were detected as early as 4 h post-infection (p.i.), and their number and profile areas increased significantly between 12 and 16 h, and 20 and 28 h p.i. respectively. Core- and virus-like particles were found within and at the periphery of the VIB matrix, respectively, and their numerical density (number per area of VIB matrix) decreased during the course of infection whereas the numerical density of virus particles in the cytoplasm increased. Virus-like particles had a diameter of 57 ± 8 nm and core-like particles appeared to fall into two size ranges, 32 ± 3 nm and 38 ± 3 nm in diameter. Both pre- and post-embedding immunoelectron microscopy procedures were used to localize BTV structural and non-structural proteins within the VIBs. The VIB matrix was labelled with antibodies to structural proteins VP5 and VP7 and non-structural proteins NS1 and NS2. Cores within VIBs contained proteins VP5, VP7 and NS1 but not VP2. Virus-like particles at the periphery of VIBs contained VP2, VP5, VP7 and NS1. The results suggest that BTV particles are synthesized, assembled and released from the perimeter of VIBs and not from within the matrix. Cores embedded in the VIBs are likely to have been trapped there during expansion of the matrix during replication.