The gross, microscopic, and ultrastructural features of lipomatous lesions in the liver of B6C3F1 mice are described. The cases were selected from a database of 45,406 male and 45,674 female mice used as treated, control, or vehicle-control animals in the National Cancer Institute's Bioassays or the National Toxicology Program's 2-year carcinogenicity studies. Thirteen hepatic lesions identified from cases within the database were re-evaluated microscopically and selected for further study. These lesions were present in ten males and three females that were between 85 and 113 weeks of age at the time of death. Grossly, the liver lesions were described as white to yellow or red to brown nodules/masses or foci that ranged from 2.0 to 25 mm in diameter. The lesions commonly involved the median and left lateral hepatic lobes. Microscopically, many of the lesions closely resembled lipomas described in the liver of human beings, and they consisted of nonencapsulated mature adipose-like tissue with irregular margins. The majority of the cells that comprised the lipomatous lesions were signet-ring shaped. These cells were positive for lipid as evidenced with oil red-O. The lipid droplets were also present within the hepatocytes that comprised the hepatic plates trapped within or surrounding many of the lipomatous lesions. At the margins of many of the lesions there were spindle-shaped cells that contained small intracytoplasmic lipid vacuoles. These cells were often within a stromal matrix that had focal areas of collagen and mucopolysaccharides, as evidenced by weak staining with Masson's trichrome and periodic acid-Schiff's stains, respectively. There was also disruption of the reticulum fibers in many of the lesions, as noted with a Gomori's reticulum stain. Ultrastructurally, cytoplasmic organelles, such as rough endoplasmic reticulum, free ribosomes and small lipid vacuoles, were present in the spindle-shaped cells, whereas signet-ring-shaped cells had few discernible organelles due to peripheral compression of the cytoplasm by single large vacuoles occupying the cytoplasmic space. The spindle-shaped cells were free of lysosomes. Thin collagen fibers were seen in contact with some of the spindle-shaped cells and were located between these cells and adjacent hepatocytes, or endothelial cells lining sinusoidal capillaries. A distinct basal lamina was not associated with spindle- or signet-ring-shaped cells. Similar lipomatous lesions were not found in other visceral organs. The exact cellular origin of the hepatic lesions described here is not known.