When monolayers of mouse fibroblasts (L cells) persistently infected with Chlamydia psittaci (strain 6BC) were dispersed in medium 199 and plated out in new flasks, the monolayers that grew out consisted almost exclusively of inclusion-free host cells that retained full resistance to superinfection with C. psittaci (covert infection). After a delay that was inversely proportional to the initial density of the newly transferred L cell population, the percentage of host cells containing visible chlamydial inclusions increased rapidly (overt infection), and most of the L cells were destroyed by extensive chlamydial multiplication (wipeout), leaving only a few survivors to start new persistently infected monolayers. When persistently infected L cell populations grown in medium 199 were transferred to Eagle minimal essential medium, the onset of overt multiplication was strongly suppressed although covert multiplication of C. psittaci continued unabated, as shown by host cell retention of resistance to superinfection and the prompt resumption of overt multiplication after transfer back into medium 199. The difference(s) between the two media responsible for the different expression of the persistently infected state was not determined. A single dose of 100 U of penicillin G per ml of medium 199 given at the time persistently infected monolayers were divided almost completely suppressed the appearance of visible signs of chlamydial infection for several weeks, although resistance to superinfection was retained at all times. The same amount of penicillin given 7 days after replating did not prevent the occurrence of the first expected wipeout, but there was a long period of inclusion-free L cell growth between the first wipeout and the second. It was concluded that covert multiplication of C. psittaci in persistently infected L cells may continue indefinitely without the appearance of visible signs of infection. The transition between covert and overt chlamydial multiplication appears to be a penicillin-sensitive, multistep process that is regulated, at least in part, by the host cell density and the composition of the growth medium.