Pyrithiamine induced acute thiamine deficient encephalopathy in the mouse is one of the possible animal models of human Wernicke-Korsakoff syndrome. In this experiment, the adult male Swiss Mice, treated with a daily subcutaneous injection of pyrithiamine in conjunction with a thiamine deficient diet, abruptly developed unique encephalopathic signs on day 10. In the animals sacrificed immediately after the onset of the disease, the gross examination of the brains revealed a small number of minute hemorrhagic lesions in the thalamus, mammilary bodies and pontine tegmentum, including the medial and lateral vestibular nuclei. When spared the hemorrhage, these regions appear intact grossly and in paraffin sections, but were found to be significantly altered in Epon sections. In semithin Epon sections of the pontine tegmentum, there was edematous swelling of all the astrocytes and oligodendrocytes and occasional myelin sheaths. By electron microscopy, the edema of astrocytes involved both nucleus and cytoplasm extensively. The oligodendroglial edema was severe in the peripheral cytoplasm, particularly in the inner loops of the myelin sheaths and only moderately in the nuclei, perinuclear cytoplasm and outer loops. Disintegration of the myelin lamellae occurred when edema of the inner loops had advanced. The axis cylinders surrounded by the edematous loops were essentially intact. In contrast to such glial cell damage, the nerve cells and blood vessels were not altered. These findings suggest that (1) astroglia and oligodendroglia are the cells most sensitive to thiamine deficiency and (2) the resultant glial cell injury is the initial change of thiamine deficient encephalopathy in man and in experimental animals.