The authors conducted a histopathologic study on tissues from 11 patients with the recently described syndrome of large granular lymphocyte (LGL) leukemia. Distinctive pathologic findings were found most often in the bone marrow, liver, and spleen. The bone marrow biopsies contained nonparatrabecular lymphoid infiltrates that were nodular or diffuse and interstitial. Plasmacytosis was found and in two cases there was myeloid maturation arrest. The liver biopsies contained sinusoidal and portal infiltrates and the spleen had red pulp cord and sinus infiltrates, plasmacytosis, and follicular hyperplasia. Lymph node involvement was nondiagnostic, consistent with the usual absence of lymphadenopathy. The morphologic findings were sometimes indistinguishable from other reactive or low-grade lymphoproliferative disorders, especially chronic lymphocytic leukemia/well-differentiated lymphocytic lymphoma (CLL/WDLL) and hairy cell leukemia. These results suggest the need to correlate peripheral blood cell counts and morphology as well as immunophenotypic studies with tissue histology to distinguish LGL leukemia from other disorders. Establishing a correct diagnosis of LGL leukemia may help clarify the etiology of unexplained peripheral blood cytopenias, arthritis, and other autoimmune manifestations in individual patients.