Although methapyrilene (MP) produces hepatocellular carcinomas in rats, it does not elicit many of the cellular responses induced by other hepatocarcinogens. We have investigated the early changes induced in rat liver epithelial cell cultures by MP using morphological, cytochemical, and cytofluorometric techniques. Within 2 h of MP treatment, inclusion bodies which were stainable with lipid stains were observed in the cytoplasm. Ultrastructurally, they resembled lamellar bodies with alternating light and dark lamellae. These bodies were transient in nature, since they disappeared within 24 h of removal of MP. They were, however, retained in the cytoplasm as long as MP was present in the medium. Lamellar bodies appear to be induced in the presence of histamine H1 receptor-blocking agents, since methaphenilene and diphenhydramine produced this reaction, but cimetidine, an H2 antagonist, did not. Morphologically, mitochondria of control cells were long and rod-like, whereas they were short or bizarrely shaped in the MP-treated cells. Moreover, a quantitative increase was observed in the mitochondrial content of the treated cells, when intact liver cells vitally stained with Rhodamine 123 were analyzed with a fluorescence-activated cell sorter. A significant increase in binucleated cells was observed when liver cells were exposed for 10 to 12 days with MP. Collectively, these results suggest that MP might perturb the cytoskeletal elements leading to an alteration in the nuclear and mitochondrial makeup of rat liver cells.