Human serum albumin (HSA), formaldehyde-treated HSA (FHSA), and HSA polymerized with glutaraldehyde (pHSA) were conjugated with colloidal gold (15 (15G) or 50 (50G) nm in diameter). The labeled proteins were injected into the portal veins of rats and followed by electron microscopy. Both 15G-FHSA and 15G-pHSA were taken up by sinusoidal endothelial cells (Ec) and Kupffer cells (Kc). Five minutes after injection, gold particles were observed on the surface of Ec and Kc. At 10 min, most gold particles were gathered in the coated pits and vesicles of Ec. In Kc, gold particles were observed in both coated vesicles and macropinocytotic vesicles. At 15 min, the gold particles were localized mainly in the endosomes and some lysosomes of Ec and in the large vacuoles of Kc. At 30 min, the gold particles had been gathered into the secondary lysosomes and condensed. At 60 min, some gold particles were observed in the cytoplasm of Ec. The fate of 15G-pHSA was the same as that of 15G-FHSA. Simultaneous injection of 15G-pHSA and 50G-FHSA revealed that particles of both sizes were taken up together into the coated pits and vesicles of Ec. Preperfusion of livers with unlabeled FHSA, pHSA, or formaldehyde-treated bovine serum albumin (FBSA) inhibited the uptake of 15G-FHSA or 15G-pHSA by Ec. In a human liver biopsy specimen, both 15G-FHSA and 15G-pHSA were taken up by Ec and Kc through coated vesicles, as in the rat liver. These results suggest that aldehyde-modified albumin is taken up by both Ec and Kc, and that both FHSA and pHSA share a common receptor on Ec.