On the basis of changes in the biological properties and morphology of Br. abortus culture under the action of penicillin 3 stages of L-transformation in Brucella were determined. The prevalence of first bacilliform and then typical L-cells and rapid reversion hampering the determination of virulence were characteristic of the initial stage (passages 1-4). Typical L-cells with the wrinkled surface, deep depressions and holes as well as a decrease in virulence and slight pathomorphological changes in the organs of the infected animals were characteristics of the intermediate stage (passages 5-10). Typical L-cells and amorphous masses, a further decrease in virulence, pathomorphological changes of toxic character (only after the injection of L-culture in large doses) were characteristic of the late stage (from passage 11 and further on). At all stages of L-transformation Brucella cultures showed a high reproductive capacity, binary division, the formation of elementary bodies by budding both inside and on the surface of L-cells.