An unusual neoplasm of the uterine cervix had the features of a villous adenoma with an adjacent adenocarcinoma. Histologic and electron microscopic features of the lesion are described, as well as immunohistochemical staining of the lesion for carcinoembryonic antigen. Electron microscopic evidence of intestinal differentiation in the villous adenoma suggests a rarely recognized potential for intestinal metaplasia in the uterine cervix. The association of villous adenoma with cervical adenocarcinoma underscores the malignant potential and the need for complete excision of this rare cervical lesion.