Two experiments were designed to study ultrastructural changes in porcine alveolar macrophages (PAM) inoculated with porcine reproductive and respiratory syndrome (PRRS) virus (experiment 1) and with PRRS virus and Haemophilus parasuis (experiment 2). In both experiments the viral infectious dose represented a 'multiplicity of infection' of 1. Viral infection alone induced minimal ultrastructural changes at this dose, consisting only of an increase in lysosome numbers. Mixed viral and bacterial infection induced the production of greatly increased numbers of phagosomes and phagolysosomes. The PAM were of low efficacy in phagocytizing H. parasuis. PRRS virus infection had only a minimal effect on the phagocytosis of H. parasuis by PAM. It is suggested that the virus induces PAM activation rather than PAM destruction.