It is generally considered that the rare earth compounds are plasma membrane-impermeable, thus affecting the cells only on their surface. Recently, we found that after repeated injections to mice of large dose of samarium trichloride, a soluble compound of rare earth, samarium aggregates appeared in Kupffer cells and hepatocytes of liver. In this study, we aimed at observing the route by which samarium enters the liver cells and the process of the formation of samarium aggregates. Samarium trichloride was given to Swiss mice at one dose of 70 mg/kg intravenously. Thereafter, at different intervals from 15 min to 48 h after the injection, the samarium in liver was traced dynamically by electron microscopy and X ray microanalysis. From 15 min to 2 h both Kupffer cells and hepatocytes endocytosed samarium-containing particles and formed phagosomes, in which the ingested particles were progressively concentrated. Besides, the small phagosomes fused with each other. Phagocytosis was especially active in Kupffer cells. During the 4 h to 24 h many Kupffer cells were degenerated and broken. In hepatocytes the phagosomes gathered mostly around the bile canaliculi. Groups of highly electron-dense particles were found in the lumen of bile canaliculi, implying the excretion of samarium by bile. At the 48 h, the samarium-containing phagosomies were found still in both kinds of cells in the liver.