The ultracytochemical changes induced in the pancreas by a single large dose of lysine (400 mg/100 g body weight) were studied in male Wistar rats of 7 weeks old. The first changes in the acinar cells were marked swelling of mitochondria with increase in their calcium content and decrease in their ATP content. Early calcium deposits seemed to occur in the matrices of swollen mitochondria and later various patterns occurred. These findings suggested that damage of the acinar cells by excess lysine resulted in breakdown of the mitochondrial membrane barrier to calcium as a very early abnormality, and that extracellular calcium then entered the mitochondrial matrices and inhibited mitochondrial function. Subsequently focal areas of the cytoplasm were degraded. Autophagic vacuoles appeared in these areas, and then acid phosphatase activity in their periphery as a result of fusion with lysosomes. The reaction of acid phosphatase was demonstrated in the locally degraded rough endoplasmic reticulum within or around autophagic vacuoles, suggesting that the endoplasmic reticulum as well as lysosomes participated in the intracellular degradation of cytoplasmic organelles in damaged acinar cells.