Murine gammaherpesvirus 68 (␥HV68) provides a tractable small animal model with which to study the mechanisms involved in the establishment and maintenance of latency by gammaherpesviruses. Similar to the human gammaherpesvirus Epstein-Barr virus (EBV), ␥HV68 establishes and maintains latency in the memory B-cell compartment following intranasal infection. Here we have sought to determine whether, like EBV infection, ␥HV68 infection in vivo is associated with B-cell proliferation during the establishment of chronic infection. We show that ␥HV68 infection leads to significant splenic B-cell proliferation as late as day 42 postinfection. Notably, ␥HV68 latency was found predominantly in the proliferating B-cell population in the spleen on both days 16 and 42 postinfection. Furthermore, virus reactivation upon ex vivo culture was heavily biased toward the proliferating B-cell population. DNA methyltransferase 1 (Dnmt1) is a critical maintenance methyltransferase which, during DNA replication, maintains the DNA methylation patterns of the cellular genome, a process that is essential for the survival of proliferating cells. To assess whether the establishment of ␥HV68 latency requires B-cell proliferation, we characterized infections of conditional Dnmt1 knockout mice by utilizing a recombinant ␥HV68 that expresses Cre-recombinase (␥HV68-Cre). In C57BL/6 mice, the ␥HV68-Cre virus exhibited normal acute virus replication in the lungs as well as normal establishment and reactivation from latency. Furthermore, the ␥HV68-Cre virus also replicated normally during the acute phase of infection in the lungs of Dnmt1 conditional mice. However, deletion of the Dnmt1 alleles from ␥HV68-infected cells in vivo led to a severe ablation of viral latency, as assessed on both days 16 and 42 postinfection. Thus, the studies provide direct evidence that the proliferation of latently infected B cells is critical for the establishment of chronic ␥HV68 infection.Epstein-Barr virus (EBV) is a human lymphotropic virus that establishes a life-long infection, predominantly in memory B cells (17,35,36). EBV has been associated with numerous human malignancies, including Burkitt's lymphoma, Hodgkin's lymphoma, and posttransplantation lymphoproliferative disease, and is capable of transforming B cells in vitro (34). Since EBV has a very limited host range, the study of this virus in vivo is difficult. Murine gammaherpesvirus 68 (␥HV68) is a closely related gammaherpesvirus that infects small rodents and has recently been used to characterize the pathogenesis of gammaherpesviruses in vivo (31). Similar to EBV, ␥HV68 establishes latency in B cells and persists for the lifetime of the host in the memory B-cell compartment (10, 42).In the peripheral blood, EBV latency is restricted to resting memory B cells, while at sites of active virus replication, such as the tonsils, EBV infection of naïve, germinal-center, and memory B cells can be detected (3, 4). The current model for the establishment of EBV latency suggests that virus infection initiates t...