Ultrastructural study of a case of sclerosing lipogranuloma showed predominantly histiocytic-like cell infiltrate with numerous intracytoplasmic vacuoles of varied sizes without any limiting membrane and located in the deep dermis and subcutaneous fat. Fibroblasts appeared normal. Polymorphonuclear cells and macrophages were absent. This appearance was different from that described in 'classical' phagocytosis, mucopolysaccharidoses or polyvinylpyrrolidone storage syndrome.