The livers of rats exposed to pure oxygen were examined electron microscopically to study toxic effects of oxygen in a metabolically sensitive organ. Pressures of 1/3 (258 mm Hg), 1 (760 mm Hg), and 3 (2280 mm Hg) atmospheres were used, with exposures up to 90 days with the lowest pressures. The first changes in the hepatocytes were loss of glycogen and enlargement of mitochondria with development of mitochondria with bizarre shapes which were seen after 3 days at 258 mm, 1 day at 760 mm, and 3 hours at 2280 mm. These changes were followed by formation of increased numbers of cristae, membranes surrounding mitochondria, autophagic vacuoles, and polyribosome clusters. After 2 weeks at 258 mm, which is the pressure of the atmosphere of space cabins, numerous mitochondrial myelin figures appeared but the mitochondrial enlargement had begun to regress. After 90 days at 258 mm, the liver cells appeared almost normal except that many pigment granules had accumulated in the pericanalicular zones. The changes were non-specific and seemed to parallel biochemical alterations recorded elsewhere. They are not considered the result of toxicity but rather of adaptation. These atmospheres, which are used in clinical medicine and in space travel, appear to have no permanent deleterious effects on the liver in rats under the conditions of this experiment.