Degeneration of pancreatic acinar cells in rats injected with ethionine was studied by electron microscopy. The most conspicuous morphologic lesions occurred in the ergastoplasm. There was a widening of the endoplasmic reticulum, a decrease in number of membrane-associated ribosomes, and a development of fine and coarse vacuoles containing agranular disoriented membranes. Cytoplasmic ribosomes unassociated with membranes were less numerous. Nuclear changes consisted of a coarsening and clumping of the nuclear chromatin, chromatin margination, and increased osmiophilia and vacuolation of the nucleolus. Eight to ten days after the beginning of ethionine injections, changes in zymogen granules, mitochondria, and the Golgi apparatus appeared, but only after extensive damage to the acinar cell. The effects were consistent with ethionine's known interference with protein metabolism but also suggest disturbance in ribonucleic acid metabolism. The ergastoplasmic changes after ethionine were similar in some respects to the early lesions produced in liver parenchymal cells by fasting, to the changes occurring in animals on protein-free diets, or to some of the liver changes produced by azo dye carcinogens. The ribosomal and ergastoplasmic changes represent early morphologic expressions of the biochemical effect of ethionine.