Cattle are proposed to be reservoir hosts of bluetongue virus (BTV) because infected animals typically have a prolonged cell-associated viremia. Enriched populations of bovine monocytes, erythrocytes and lymphocytes were inoculated with BTV serotype 10 (BTV 10) and the infected cells then were examined by transmission electron microscopy to characterize the interaction of BTV with bovine blood cells. Replication of BTV 10 in monocytes and stimulated (replicating) lymphocytes was morphologically similar to that which occurred in Vero cells, with formation of viral inclusion bodies and virus-specific tubules. In contrast, BTV 10 infection of unstimulated (non-replicating) lymphocytes and erythrocytes did not progress beyond adsorption, after which virus particles persisted in invaginations of the cell membrane. Studies with core particles and neutralizing monoclonal antibodies established that outer capsid protein VP2 is necessary for attachment of BTV 10 to erythrocytes. These in vitro virus-cell interactions provide a cogent explanation for the pathogenesis of BTV infection of cattle, especially the prolonged cell associated viremia that occurs in BTV-infected cattle.