Histological and histochemical alterations in the liver and kidneys of the frog Rana ridibunda, which was exposed to 200 ppm aqueous solutions of cadmium for 4, 10 and 30 days, respectively were investigated. In both the liver and kidneys, essential changes appeared after 10 days' exposure, the maximum changes being apparent after 30 days of exposure. In the liver, what was very characteristic was an increase in the area occupied by Kupffer cells, with the area in the animals exposed to cadmium for 30 days being the largest observed. What was also apparent was karyomegaly, polyploidy and infiltration. In addition with regard the kidneys, Hyaline Globules (HG) and apoptotic bodies occurred at a higher rate. At 30 days' exposure, most of the above changes were enhanced. In comparison with 10 days' exposure, fibrosis around the blood vessels and between hepatocytes, as well as Proliferating Cell Nuclear Antigen (PCNA) reactivity and apoptotic bodies increased lightly in the liver. In the kidneys, the most pronounced changes were the increase in numbers of apoptotic bodies, PCNA reactivity and hyaline globules. It was concluded that the variability in positive reactions for various proteins in the hyaline globules may be an indication that these (and possibly other) proteins are synthesized by tumor cells, but, most probably, that they may represent liver damage, progressive nephropathy, or progressive glomerulonephropathy.