Babesia bovis, causative agent of cattle babesiosis, induces characteristic alterations on the membrane of infected erythrocytes. Elliptical protrusions measuring about 320 nm in long axis and about 160 nm in short axis appear on the membrane of infected erythrocytes, both in vitro and in vivo. Freeze-fracture demonstrated alignment of intramembrane particles (IMP) along the long axis of both the P and E faces of the protrusions. The number of IMP on the endoplasmic face increases, but the number of IMP on the protoplasmic face of the protrusions is not statistically altered from that of uninfected erythrocytes. In vitro, there are more protrusions per erythrocyte infected with the virulent form (low passage form) of B. bovis than with the avirulent form (high passage form). This suggests that the number of protrusions which appear on the membrane of infected erythrocytes may have a direct relationship to the virulence of the parasites. These protrusions may be attached to the capillary endothelial cells, which causes fatal cerebral babesiosis.