Legionella pneumophila is an adaptive pathogen that replicates in the intracellular environment of fundamentally divergent hosts (freshwater protozoa and mammalian cells) and is capable of surviving long periods of starvation in water when between hosts. Physiological adaptation to these quite diverse environments seems to be accompanied by morphological changes (Garduño et al., p. 82-85, in Marre et al., ed., Legionella, 2001) and conceivably involves developmental differentiation. In following the fine-structural pathway of L. pneumophila through both in vitro and in vivo growth cycles, we have now discovered that this bacterium displays an unprecedented number of morphological forms, as revealed in ultrathin sections and freeze-fracture replicas for transmission electron microscopy. Many of the forms were identified by the obvious ultrastructural properties of their cell envelope, which included changes in the relative opaqueness of membrane leaflets, vesiculation, and/or profuse invagination of the inner membrane. These changes were best documented with image analysis software to obtain intensity tracings of the envelope in cross sections. Also prominent were changes in the distribution of intramembranous particles (clearly revealed in replicas of freeze-fractured specimens) and the formation of cytoplasmic inclusions. Our results confirm that L. pneumophila is a highly pleomorphic bacterium and clarify some early observations suggesting sporogenic differentiation in L. pneumophila. Since morphological changes occurred in a conserved sequence within the growth cycle, our results also provide strong evidence for the existence of a developmental cycle in L. pneumophila that is likely accompanied by profound physiological alterations and stage-specific patterns of gene expression.Legionella pneumophila is a gram-negative bacterial pathogen that has evolved to replicate in the intracellular compartment of freshwater amoebae (3, 9, 21). Accidentally, L. pneumophila infects the alveolar macrophages of susceptible humans and causes the atypical pneumonia known as Legionnaires' disease. The intracellular environment not only represents a survival haven for L. pneumophila but also seems to be essential for replication, implying that, in spite of its ability to grow in artificial media in the laboratory, L. pneumophila is a natural obligate intracellular pathogen (3,20,21). After egressing from a wasted host, extracellular L. pneumophila survives extended periods of starvation in fresh water (45,58,60), perhaps in a nonculturable form (61), until it finds a new protozoan host.Central to the pathogenesis and ecology of obligate intracellular bacterial pathogens with an extracellular phase (wellstudied examples being Chlamydia and Coxiella spp.) is the ability to differentiate into various forms within a developmental cycle (35,36,46,48,49,57). Typically, after or during their intracellular replication, these pathogens differentiate into a highly infectious and environmentally resilient form that survives extracellularl...