Electron microscopic observations were carried out on the biliary epithelial cells of BALB/c and DDY mice which had received an intraperitoneal injection of 0.2 ml of swine serum twice a week for 2 or 4 weeks. The most characteristic feature of the biliary epithelial cells of BALB/c mice was a marked increase in the number of vesicles having a close spatial relationship with the well-developed Golgi apparatus or rough endoplasmic reticulum (rER). In contrast, marked dilation of rER filled with moderately electron-dense material was conspicuous in the biliary epithelial cells of DDY mice. A prominent increase in the number of blebs and lateral and basal cytoplasmic protrusions in the dilated intercellular space of the biliary epithelium, and submucosal eosinophil infiltration, collagen fiber proliferation and gland hyperplasia with increased mucin secretion were common to both strains. This experimental model of bile duct disease also seems to be useful for investigating alteration of protein synthesis and secretion in epithelial cells.