This study used primary culture of rabbit conjunctival epithelial cells to investigate the infection process of chlamydia. The epithelial cells isolated from conjunctiva of rabbit were initially cultured for three weeks. After attaining confluence they were infected with Chlamydia trachomatis (C. trachomatis) serotype D, and after co-cultivation for 24, 48, and 96 hours, electron microscopic study was performed. An inclusion body, a characteristic finding of chlamydial infection, was observed in the vicinity of the nucleus after 24 hours of co-cultivation. It contained a large number of elementary and reticulate bodies and their intermediate forms. Infectious particles known as elementary bodies were noted in the inclusion as 20 to 30 microns sized round bodies with an electron dense core. Reticulate bodies were also noted; they too were round but somewhat pleomorphic and larger than elementary bodies. Some reticulate bodies multiplied actively by means of binary fission. In this study, we observed the characteristic changes of C. trachomatis-infected cells; this in-vitro system might provide a suitable model for the study of some aspects of the pathogenesis of ocular chlamydia infection.