Abstract. The Semliki Forest virus (SFV) directs the synthesis of a heterodimeric membrane protein complex which is used for virus membrane assembly during budding at the surface of the infected cell, as well as for low pH-induced membrane fusion in the endosomes when particles enter new host cells . Existing evidence suggests that the El protein subunit carries the fusion potential of the heterodimer, whereas the E2 subunit, or its intracellular precursor p62, is required for binding to the nucleocapsid. We show here that during virus uptake into acidic endosomes the LPHAVIRUSES, such as Semliki Forest virus (SFV)l and Sindbis virus, are enveloped animal viruses A IL which mature by budding at the plasma membrane (PM) ofinfected cells and enter new cells by an acid-induced membrane fusion process inside the endosomal compartment Schlesinger and Schlesinger, 1986). Because of their simple structure and efficient replication these viruses represent useful systems for studying the molecular mechanisms of membrane budding and fusion. SFV directs the synthesis of three structural proteins, the capsid protein and two transmembrane glycoproteins, p62 and El (Garoff et al., 1982). The capsid protein associates in the cell cytoplasm with the viral RNA genome into nucleocapsids (NCs). The two membrane proteins oligomerize soon after synthesis in the ER into p62E1 heterodimers and are then transported to the cell surface in order to take part in the budding process (Ziemiecki et al., 1980;Wahlberg et al., 1989). In the released virus particles the heterodimers are clustered into groups of three, each representing a spikelike projection on the virus surface (Vogel et al., 1986;Fuller, 1987). Furthermore, the original p62E1 heterodimer is processed by a limited proteolytic attack 66 residues from the NH2 terminus of p62 to form mature E2E1 complexes . This cleavage occurs at a very late stage during cell surface transport of the heterodimer and is probably mediated by a host protease (de Curtis and Simons, 1988) .1. Abbreviations used in this paper: HA, hemagglutinin; NC, nucleocapsid; pfu, plaque-forming units ; PM, plasma membrane ; SFV, Semliki Forest virus .