We describe 18 cases of a distinctive morphologic variant of primary thymic epithelial neoplasm characterized by a micronodular growth pattern associated with florid lymphoid follicular hyperplasia of the stroma. The tumors occurred in seven women and 11 men aged 41 to 76 years (mean, 58 years). All cases were asymptomatic and discovered incidentally on routine chest radiograph or during coronary artery bypass surgery. The tumors measured from 3 to 10 cm in greatest dimension and were well circumscribed and encapsulated. In seven cases, the lesions were grossly described as cystic or partially cystic masses. Histologically, they were characterized by a proliferation of small tumor nodules separated by abundant lymphoid stroma with prominent germinal centers. The nodules were composed of spindle cells containing oval nuclei devoid of atypia or mitotic activity. Immunohistochemical studies showed strong positivity of the spindle tumor cells for CAM 5.2 and broad spectrum keratin antibodies. The surrounding lymphoid cell population was strongly positive for LCA and L26 and showed a polyclonal pattern of staining for kappa and lambda. Stains for UCHL-1, CD1a, CD3, CD5, and CD99 were negative in the stromal lymphoid cell population. The tumor in one of the patients was associated with active pulmonary tuberculosis, and in another with anemia and splenomegaly of unknown etiology. None of the patients had clinical signs or history of myasthenia gravis or other autoimmune disorders. The present cases are interpreted as an unusual morphologic variant of spindle cell thymoma with prominent B-cell lymphoid hyperplasia. The possible significance of this phenomenon is discussed.