An electron microscope study of intranuclear inclusions which occur in giant cells in a transplantable mouse hepatoma and in enlarged liver cells in mice fed a diet containing bentonite demonstrates that these inclusions are formed by invaginations of the nuclear envelope, and corroborates a previous histochemical study which revealed that the contents of the inclusions are of cytoplasmic origin. In the hepatoma cells the intranuclear inclusions are abundant, small, and situated close to the border of the nucleus, and there are wide openings from the cytoplasm into the invaginations whose contents include lipid droplets, ergastoplasm, and structurally normal mitochondria. In the enlarged liver cells the inclusions are fewer in number, generally much larger than those in the hepatoma, hence they extend deeper into the nucleus, and the interior is continuous with the cytoplasm through only a small opening. Some normal ergastoplasm is present within the inclusions but all other constituents are abnormal. Both normal and degenerating mitochondria occur in the cytoplasm but only degenerating ones are found within the inclusions. Both types of inclusions arise in greatly enlarged cells in which an attempt is made to maintain the normal nuclear surface/nuclear volume ratio by the development of the invaginations of the nuclear envelope.