Chronic copper poisoning was induced in sheep by oral dosing with CuSO4. The distribution of copper between hepatocytes was unequal and, with increasing liver copper concentration, isolated hepatocytes packed with electron-dense lysosomes were seen. These cells underwent degeneration and necrosis. During the pre-haemolytic period, the concentration of Cu in the liver increased and the volume density, numerical density and mean volume of hepatocyte lysosomes increased in a linear fashion, indicating that there was proliferation as well as increase in the size of lysosomes. However, in animals killed during haemolysis, the numerical density had decreased but the volume density was little changed which indicates that lysosomal production may have diminished. It is postulated that the necrosis of hepatocytes packed with electron-dense lysosomes may be due to the accumulation of toxic amounts of copper in the cytosol, resulting from a reduced uptake of copper into the lysosomal system of these cells, and that the susceptibility of liver cells to Cu-induced damage may be increased if lysosome production is diminished.