To study the mechanism of development of manganese toxicity, the manganese content in blood, brain, liver, and subcellular fractions of brain was measured at several intervals following ip injection of a single dose of manganese (245 mg Mn(CH3COO)2 X 4H2O/kg body wt) in mice. The ultrastructural alterations in neurons were correlated with the data for manganese content. Peak concentrations of manganese in blood and liver occurred and disappeared in less than 24 hr. In brain, however, manganese concentration was maintained for 4 days and decreased very little during the 10-day postdose interval studied. Most of the absorbed manganese in brain was recovered in mitochondria and lysosome-rich fractions separated by density gradient centrifugation. Lysosomes took up manganese to a greater extent than mitochondria when compared to controls. Electron microscopy revealed that by 24-hr postdose the number of lysosomes in neurons increased in corpus striatum and midbrain in mice given manganese by ip injection. These results suggested that brain lysosomes play an important role in the cellular metabolism of manganese and in the development of manganese toxicity.