Electron microscopy was used to study the reproduction of cowpox virus strain EP-2 in the cells of a primary fibroblast cultures (PFC) and chorion-allantoic membrane (CAM) of chick embryos (CE). The sequential stages of viral morphogenesis and the structure of A-type inclusions were described. The parameters of viral reproduction in PFC and CE CAM were compared. The formation of crystalloid tubular structures in PFC, unusual electron dense inclusions in the cells of CE CAN, and different variants of A-type inclusions in the cells of a pock was found. The histological and ultrastructural characteristics of pocks in CE CAM are described.