The prevalence of primary liver carcinoma (PLC) is relatively high in Clonorchis sinensis (CS) endemic areas in Korea. PLC is a malignant tumor which can be subclassified into hepatocellular carcinoma and cholangiocarcinoma(CC). CC has been associated with clonorchiasis, but it is unclear whether clonorchiasis is associated with hepatocarcinogenesis. This experiment was designed to investigate relationships between clonorchiasis and early changes of hepatocarcinogenesis. Sixteen Sprague-Dawley rats weighing 150g were divided into two groups of 8 rats in each. All rats were fed choline-devoid(CD) diet for 4 weeks. Group 1 was given 0.015-0.020% diethylnitrosamine(DEN) as drinking water for 1 week. After one week, the rats were treated orally with 1% N-acetylaminofluorene(AAF) (5 times per week for 2 weeks). Group 2 was treated equally to group 1 except for CS infection during AAF treatment. Two rats in each group were sacrificed at 4th, 5th, 6th and 7th week of the experiment. Livers were stained with OV -6, proliferating cell nuclear antigen(PCNA) and GST-p. Results were as follows: Group 2 livers showed more oval cell proliferation in parenchyma and portal areas at the 4th, 5th, 6th and 7th weeks than did livers of group 1 (p＜0.01). PCNA was mostly localized in oval cell populations, rather than hepatocytes and biliary cells. The ratio of oval cells to hepatocytes was much higher in group 2 than in group l(p＜0.01 The ratio of hepatocytes to biliary cells is higher in group 2 than in group 1 (p＜0.05), More group 2 acidophilic foci reacted to GST-p monoclonal antibody than in the noninfected group. It appeared that CS infection promoted potentially precancerous acidophilic foci and oval cell proliferation.