Adult male albino rats were given cadmium chloride (Cd cl2) dissolved in H20 by intragastric intubation in a daily dose 1/5 of the LDso/Kg, body weight. At the end of the 2"d and 5th month of cadmium (Cd) administra­tion, Specimens from the kidney cor­tex, the liver and the testis were pre­pared for examination by transmission electron microscope. After two mo­nths of cadmium administration the changes in the kidney were confined to the cells of the proximal convoluted tubules which showed sparse basal infoldings of the cell membrane with rounded and randomly distributed mit­ochondria, increase of lysosomes and focal increase and dilation of the smooth endoplasmic reticulum (sER). After five months of cadmium admin­istration, the proximal convoluted tu­bules showed lost basal infoldings of
the cell membrane, rounded and de­generated mitochondria, vacuolated cytoplasm, secondary lysosomes and autophagic vacuoles; the distal con­voluted tubules showed lost basal in­foldings of the cell membrane and the glomeruli showed thickened glomeru-lar basement membrane and distorted foot processes of the podocytes. After two months of cadmium administra­tion, The hepatocytes showed dilated rough endoplasmic reticulum (rER) with loss of the attached ribosomes. After five months, there was more di­lation of the (rER).matrical inclusions of the mitochondria, marked increase of the smooth endoplasmic reticulum (sER), and disintegration of the nu­clei. The testis after two months of cadmium administration showed in­crease of lysosomes in the primary spermatocytes with degeneration of the spermatogonia and the primary