Ultrastructural study of a group of selected specimens of chronic cholecystitic gallbladders reveals cholecystocyte changes characterized by abraded and altered microvilli accompanied by mitochondrial damages in the apical regions as well as mucus accumulation with aggregated, angulated lysosomes and heterogeneous liposomes. These liposomes contain needle-like crystals, probably rich in cholesterol. Many fragments of cholecystocystes and damaged organelles or contents can be found in the biliary sludge. These data support previous reports suggesting that there is an association between cholecystitis and the presence of cholelithiasis, subsequent to the production of altered bile. The present data suggest that disintegrating, sloughed cholecystocyte contents also contribute to the bile sludge, a complex milieu enriched by lipids, cholesterol deposits, altered mucus due in part to changes in expression of apomucins. The instability of prolonged storage of such modified bile, caused and/or accompanied by other associated metabolic defects, including gallbladder sluggishness, would favor the nucleation and the enlargement of gallstones. Based on the aforementioned data, a comprehensive sequence for cholecystocyte ultrastructural alterations and pathologies is proposed, as a result of chronic cholecystitis.