The principal distinctive ultrastructural changes observed in the livers of 2 patients with chronic hypervitaminosis A were perisinusoidal fibrosis and massive accumulation of lipid-storing cells (Ito cells). The fibrosis consisted of a network of basement membranes with numerous bundles of collagen and reticulum fibrils. This network contained numerous Ito cells, and moderate numbers of lymphocytes, macrophoges and other mesenchymal cells. Impairment of blood flow by perisinusoidal fibrosis probably resulted in the secondary alterations in hepatocytes which included cellular atrophy and formation of cytoplasmic bullae.