Recent advances in the ability to manufacture and manipulate materials at the nanometer scale have led to increased production and use of many types of nanoparticles. Quantum dots (QDs) are small, fluorescent nanoparticles composed of a core of semiconductor material (e.g. cadmium selenide, zinc sulfide) and shells or dopants of other elements. Particle core composition, size, shell, and surface chemistry have all been found to influence toxicity in cells. The aim of this study was to compare the toxicities of ionic cadmium (Cd) and zinc (Zn) and Cd- and Zn-containing QDs in zebrafish liver cells (ZFL). As expected, Cd(2+) was more toxic than Zn(2+), and the general trend of IC50-24 h values of QDs was determined to be CdTe < CdSe/ZnS or InP/ZnS, suggesting that ZnS-shelled CdSe/ZnS QDs were more cytocompatible than bare core CdTe crystals. Smaller QDs showed greater toxicity than larger QDs. Isolated mRNA from these exposures was used to measure the expression of metal response genes including metallothionein (MT), metal response element-binding transcription factor (MTF-1), divalent metal transporter (DMT-1), zrt and irt like protein (ZIP-1) and the zinc transporter, ZnT-1. CdTe exposure induced expression of these genes in a dose dependent manner similar to that of CdSO4 exposure. However, CdSe/ZnS and InP/ZnS altered gene expression of metal homeostasis genes in a manner different from that of the corresponding Cd or Zn salts. This implies that ZnS shells reduce QD toxicity attributed to the release of Cd(2+), but do not eliminate toxic effects caused by the nanoparticles themselves.