Pretreatment with Mn2+ is known to produce tolerance to Cd2+-induced lethality. This study was designed to determine the mechanism of tolerance to Cd2+-induced lethality and hepatotoxicity following Mn2+ pretreatment. Rats given 36 mumoles Cd2+/kg, i.v., died within 10-20 hr while only one of nine rats pretreated with Mn2+ (250 mumoles/kg, s.c., 48 and 24 hr prior to Cd2+ challenge) died. Ten hours after Cd2+, plasma aspartate aminotransferase and sorbitol dehydrogenase activities were elevated markedly, and extensive histopathologic lesions of the liver were evident in control rats but not in Mn2+-pretreated rats. To examine the mechanism of this tolerance, distribution of Cd2+ to fourteen organs and the subcellular distribution in six organs were determined in control and Mn2+-pretreated rats. Two hours after challenge (31 mumoles Cd2+/kg, i.v., 0.75 microCi 109Cd2+/mumol Cd2+), the distribution of Cd2+ to liver markedly increased after Mn2+ pretreatment with concomitant decreases in other tissues. Mn2+ pretreatment also resulted in a marked difference in the hepatic subcellular distribution of Cd2+ with more present in cytosol and less associated with organelles. Gel-filtration chromatography indicated that most cytosolic Cd2+ was bound to a low molecular weight protein. Isolation and partial characterization of this protein suggest that it is identical to metallothionein (MT); it had a similar relative elution following gel-filtration chromatography, had low absorbance at 280 nm and, after separation into two isoproteins by DEAE A-25 anion exchange chromatography, had the same mobility after electrophoresis on non-denaturing polyacrylamide gels as Cd2+-induced metallothioneins. These data suggest that Mn2+ pretreatment reduces Cd2+-induced hepatotoxicity by altering the hepatic subcellular distribution of Cd2+ with more Cd2+ binding to MT in the cytosol. This decreased hepatotoxicity is probably responsible for tolerance to Cd2+-induced lethality.