During the entire period of their pregnancies, three groups of adult pregnant Wistar albino rats were provided with tap water (control; group I) or with tap water containing 10 mg/kg CdCl2 (group II) or 10 mg/kg CdCl2 plus 10 mg/kg CuSO4 (group III). At term, the animals were sacrificed and the fetal livers were removed and examined under electron microscopy. The liver tissue of the fetuses in maternal groups II and III showed degenerative changes to their hepatocytes. In group II, the smooth endoplasmic reticulum tubules showed dilatation, and the mitochondria showed a dense matrix. In group III, some mitochondrial degeneration was also seen, with a diluted matrix and mitochondrial dilatation. There were also more heterochromatic nuclei and an increased number of ribosomes. None of these histopathological changes were present in the fetal liver samples from the maternal group I control animals.