Listeria monocytogenes cells were observed in the hepatic cell cytoplasm or in the phagosome at 24 and 48 hours but not at 72 hours after inoculation in pregnant mice. The presence of bacteria initially in a membrane-bound vesicle indicates that the bacteria enter the hepatic cells by endocytosis, resulting in eventual destruction of hepatic cells. Characteristic lesions of the liver at 24 and 48 hours after inoculation consist of multiple focal areas of necrosis. The initial neutrophilic reaction seems to give way to a mononuclear reaction (listeriomas) at 72 hours after inoculation. Dilation of rough endoplasmic reticulum and release of many of the bound ribosomes with a relative increase in the number of free ribosomes was observed. Hepatic lesions were not observed in control (nonpregnant) mice.