We examined by light and electron microscopy five melanocytomas from four patients. Two types of cells were observed in each tumor. The predominant cell type in most of the tumors studied consisted of plump polyhedral nevus cells that contained numerous giant melanosomes. These cells showed advanced differentiation. They appeared to be metabolically inactive and to have been the cause of the heavy pigmentation and benign nature of these tumors. The second variant of melanocytoma cells were smaller spindle-shaped cells that were lightly pigmented. Other morphologic features of these cells such as high nucleus-cytoplasm ratio, prominent nucleolus, nuclear membrane infolding, numerous mitochondria, prominent rough endoplasmic reticulum, and free ribosomes, indicated a metabolically active cell, which may explain the infiltrating behavior of these tumors.