Eleven cases of sinus histiocytosis with massive lymphadenopathy (SHML) involving lymph nodes were studied electron microscopically. Histiocytes were the most conspicuous element of the infiltrate. They could be divided into small and large forms, although transitions were apparent among them. Most of the small histiocytes were located in the medullary cords. The large histiocytes were predominantly seen within sinuses and were subdivided into two types on the basis of their appearance. The most distinctive feature of these histiocytes was the presence of lymphocytes, plasma cells, and neutrophils within their cytoplasm. Other cells present in the infiltrate were lymphocytes, plasma cells, and occasional neutrophils and mast cells. Blood vessels were prominent throughout. Virus particles, bacteria, and Langerhans' granules were consistently absent. No morphologic clues were provided by this study as to the etiology of this disorder.