Central nervous system (CNS) involvement in Richter's syndrome has not been previously described. This report describes a 45-year-old man with the simultaneous occurrence of B-cell chronic lymphocytic leukemia (CLL), extramedullary large cell non-Hodgkin's lymphoma (NHL), and malignant lymphoid meningeal involvement. In this case, peripheral blood lymphocytes, cerebrospinal fluid (CSF) lymphoblasts, and malignant cells in surgical biopsy tissue obtained from a soft tissue mass all stained concordantly for immunoglobulin isotypes and for B-cell immunophenotypic markers, supporting the hypothesis of a clonal origin for the three malignant cell populations. These observations suggest that the different tumors in Richter's syndrome (CLL and NHL) may represent the clonal progression of a common neoplasm rather than independent neoplastic events. Richter's syndrome and other transformations of lymphoid malignancies (prolymphocytic transformation of CLL, blast crisis of CLL, and blastic transformation of NHL) may all represent possible routes of progression in the natural history of a single neoplasm. The present case also suggests that, in patients with B-cell CLL with CNS symptoms, the possibility of blastic transformation presenting as CNS lymphoma deserves consideration.