Rat liver hyperplastic foci (HF) and hyperplastic nodules (HN) induced by diethylnitrosamine (DEN) according to the method of Solt and Farber were observed by light microscopy (LM) and scanning electron microscopy (SEM). Liver cirrhosis was not observed. HF, which were composed of basophilic hepatocytes arranged usually in two-cell-thick plates and occasionally one-cell-thick plates, were followed by early HN, which were composed of eosinophilic hepatocytes with enlarged nuclei and prominent nucleoli, at 4 weeks after DEN administration. SEM revealed that hepatocytes in HF had smooth surfaces and dilated bile canaliculi with a few short microvilli. Early HN (4 and 6 weeks) were composed of two-cell-thick plates of hepatocytes, whose intercellular surfaces were covered with numerous microvillous projections. Bile canaliculi were dilated and had numerous short microvilli. Late HN (6 and 8 months) were composed of eosinophilic hepatocytes, which were irregular in shape and size. Their nuclei were enlarged and nucleoli were prominent. Hepatocytes were arranged in two-cell-thick plates, but never in many-cell-thick plates. Bile canaliculi were larger than sinusoids. The bile canaliculi had numerous diverticula, but the zona occludens was present. Microvillous projections of intercellular surfaces of hepatocytes were more numerous than those of early HN. Fenestrae of the sinusoidal endothelium were lost in most parts. Kupffer cells were not seen in any stage of HN. HN progressed gradually toward hepatocellular carcinoma.