The ultrastructural changes in the human liver 24 to 96 hours after an attack of heatstroke are described. The alterations are most obvious along the vascular pole of the hepatocytes. These consist of degenerative changes or desquamation of sinusoidal lining cells, ballooning or flattening of microvilli, breaks in hepatocyte outer membranes, and electron-lucent vacuoles along the sinusoidal border. Also noteworthy is the appearance, in a number of cases, of basement membranes or ill-defined electron-dense material which may be of basement membrane character. Sinusoidal elements, such as erythrocytes, are found in hepatocytes, and hepatocellular debris appears in sinusoids. The membranes of hepatocytes and sinusoidal lining cells thus seem to be the prime targets of the hepatic injury in heatstroke. Other changes in the hepatocytes include vesiculation of endoplasmic reticulum, detachment of ribosomes, and alterations of mitochondria. Morphologic evidence of intravascular coagulation of intravascular hemolysis is often encountered. A comparison between the findings described here and those in experimental hyperthermia suggests that many of the hepatic changes seen in heatstroke are due to an excessively high tissue temperature per se but that some of the alterations are probably a consequence of complicating factors such as hypoxia, intravascular hemolysis, or disseminated intravascular coagulation.