Hepatocytes isolated from Sprague-Dawley rats were incubated with various concentrations of either amiodarone or desethylamiodarone fro 0 to 69 hr. Both drugs produced a concentration-dependent increase of lactate dehydrogenase release in the culture medium, which correlated well with cell death as measured by trypan blue exclusion test. Desethylamiodarone was more toxic than amiodarone in the cultured hepatocytes. Incubation with subtoxic concentrations of either amiodarone (7.6 μ) or desethylamiodarone (8 μM) for 24 hr resulted in the development of myelinoid inclusion bodies in the hepatocytes without any excess release of lactate dehydrogenase. In experimental protocols where the hepatocytes were exposed to either amiodarone or desethylamiodarone for up to 96 hr, there was an increase in lactate dehydrogenase and the percent volumedensity of multilamellar inclusion bodies with cumulative drug exposure with time. A linear correlation between hepatocyte drug concentration and multilamellar inclusion bodies was found for both amiodarone and desthylamiodarone. These results demonstrate that both amiodarone and its major metabolite, desethylamiodarone, induce lysosomal inclusions, which, under appropriate conditions, can be dissociated from cell death,. Withdrawal of the drug after 24 hr exposure did not result in disappearance of the inclusion bodies from the hepatocytes for up to 96 hr of tissue culture. The concentrations at which amiodarone- or desethylamiodarone-induced electron microscopic changes and hepatotoxicity were only two to five times as high as the usual serum drug levels in patients given antiarrhythmic therapy with amiodarone. (HEPATOLOGY 1990; 11: 81–92.)