Mice fed a high cholesterol-cholic acid (lithogenic) diet for one year develop fatty livers in addition to gallstones. Light and electron micrographs demonstrate large amounts of lipids in liver parenchymal cells, often to the exclusion of most other cytoplasmic organelles. In addition, some hepatocytes exhibit nuclear lipid pseudo- and true inclusions. Other prominent features of hepatocytes after lithogenic diet include segregation of nucleolar granular and fibrillar material. Accumulation of considerable collagen in extracellular spaces is also noted. Observations suggest changes induced by the cholesterol diet are comparable to cytologic alterations seen in spontaneous and drug induced hepatic tumors, as well as to more general "fatty metamorphosis" of the liver.