A 69-year-old woman presented with Rai stage 0 chronic lymphocytic leukemia. Ten years later she developed a diffuse centroblastic lymphoma involving the stomach. The surface membrane phenotype of the CLL cells was MD lambda while that of the large cell lymphoma (LCL) cells was MD kappa. The two populations had different heavy and kappa light chain rearrangements. Cytogenetic analysis of the CLL cells showed a deletion involving chromosome 13, band q14, but was unsuccessful in the LCL cells. However, use of a probe (p68 RS2.0) which recognizes a variable number tandem repeat sequence in the retinoblastoma gene, localized to chromosome 13q14, showed two alleles in the LCL cells but only one in the CLL cells. These data suggest that in this case of Richter's syndrome the CLL cells and the LCL cells are clonally distinct.