Microcystin-LR (MCLR) is a potent hepatotoxin produced by the cyanobacterium Microcystis aeruginosa. The histology of acute lethal toxicity has been well characterized, but histology is limited regarding sublethal exposure. Balb/C mice were given a single sublethal dose of MCLR (45 microg/kg) and euthanized at 2, 4, 12, and 24 hours after exposure. Centrilobular to midzonal hepatocellular hypertrophy with loss of cytosolic vacuolation consistent with glycogen depletion occurred at 2 hours. At 4 hours, central lobular hepatocytes exhibited eccentric areas of eosinophilic cytoplasmic condensation that were partially aggregated around the outer nuclear membrane. The areas were weakly positive for cytokeratin and somewhat resembled the Mallory bodies of alcoholic human hepatitis. Small numbers of apoptotic hepatocytes were seen at 24 hours. The toxin was detectable by immunohistochemistry (IHC) as early as 2 hours and was colocalized with the areas of hepatocellular hypertrophy. Intense nuclear staining occurred at 4 hours; this was no longer evident after 12 hours. Strong staining of apoptotic bodies occurred at 24 hours. Mice that received two daily doses had a marked increase in apoptotic hepatocytes in the centrilobular areas. Lesions at four and seven doses consisted of marked hepatocytomegaly and karyomegaly with parenchymal disarray and cytosolic vacuolation. IHC revealed diffuse staining throughout the liver parenchyma consistent with toxin accumulation. An anti-MCLR monoclonal antibody detected bands at the 40-kDa mark in nuclear extracts that were identified as protein phosphatases 1 and 2A by western blotting, consistent with a covalent interaction between MCLR and nuclear protein phosphatases.