We report 3 cases of Nasu-Hakola disease found in 2 families. These cases had identical clinical features with progressive spastic paraplegia and severe dementia after adolescence. They had no history of any skeletal symptoms, but roentgenographs of their bones presented characteristic evidence of polycystic osteodysplasia. All cases revealed not only manifestations of this condition in the central nervous system, but also peripheral neuropathy with axonal degeneration. The membranous structures in the adipose tissues appeared histochemically to be composed of a kind of compound glycolipid or glycoprotein. Histopathologically, the biopsied rectum showed the infiltration of many histiocytes in the mucosa and ultrastructurally, the granules in these histiocytes showed many membrane-bound vacuoles of different sizes. Interestingly, the histochemical reactivity of the material in the granules was very similar to that of membranous structures in adipose tissues. In the biochemical analysis of lipids in affected adipose tissues, no marked abnormalities were found in the patients. Nasu-Hakola disease is not a typical form of lysosomal storage disease, because lysosomal enzyme activities remain normal and there is no accumulation of urinary oligosaccharides and lipids, no vacuolation of lymphocytes, and no hepatosplenomegaly. However, histochemical findings suggest that the lysosomes may be secondarily involved in this disease, and that the formation of membranous structures might be related to the disturbance of glycolipid or glycoprotein metabolisms.