1. Liver mitochondria suspended in an iso-osmotic buffered potassium chloride medium containing an oxidizable substrate and phosphate accumulated added Ca(2+). During this process H(+) appeared in the medium and the mitochondrial suspension showed increased light-scattering. Respiration was markedly stimulated. 2. The addition of excess of Ca(2+), respiratory inhibitors or uncoupling agents caused extensive mitochondrial swelling associated with release of Ca(2+) into the suspending medium. When the suspension became anaerobic extensive swelling also occurred. Only under conditions when the addition of uncoupling agents would have produced high rates of electron transport, e.g. in the presence of succinate, was the structural integrity of the mitochondrion maintained after Ca(2+) accumulation. 3. Conditions that prevented respiration-dependent Ca(2+) accumulation also prevented Ca(2+)-induced swelling. Bovine plasma albumin was without effect, indicating that U-factor was not involved. Oligomycin together with ADP or ATP partially stabilized the mitochondria against Ca(2+)-induced swelling. 4. It is suggested that a ;high-energy' intermediate generated by coupled electron transport is required to prevent the mitochondrial swelling that results as a consequence of Ca(2+) accumulation.