Cattle were inoculated with a Virginia isolate of Anaplasma marginale Theiler and served as an infective source for laboratory-reared Dermacentor andersoni Stiles and D variabilis (Say) nymphs. Anaplasma marginale was demonstrated by electron microscopy in gut tissues of replete nymphal ticks and in unfed, incubated, and feeding adult ticks that were exposed to the organism as nymphs when they fed on an infected cow. The A marginale organism in replete nymphs and adult feeding ticks were morphologically similar to A marginale described previously from infected bovine erythrocytes. Colonies of A marginale were demonstrated by light and electron microscopy in midgut epithelial cells of unfed adult D andersoni and D variabilis that had been incubated at 37 C for 3 days. Anaplasma marginale organisms in colonies were very pleomorphic. Small electron-dense particles were demonstrated in all infected tick stages studied, but were most evident in colonies from incubated, unfed ticks. They may represent a reproductive form of A marginale.