The progressive stages in Bdellovibrio bacteriovorus penetration into two strains of Escherichia coli were examined by use of electron microscopic techniques. The initial change observed in the ultrastructure of the host following parasitic attack was the swelling of the cell envelope at the site of attachment. The Bdellovibrio then appeared to pierce the center of this swelling, forming a pore in the outer wall layers of the host. The edges of this entry pore constricted the Bdellovibrio throughout its penetration into the host cell. Although partial disruption of the cytoplasmic membrane was always apparent, the parasite did not appear to actively penetrate through this barrier. An attempt is made to correlate the fine structural changes involved in penetration with the physiological data that have accumulated to date.