The clinical significance of nuclear atypia in neurofibromas that lack necrosis or significant mitotic activity has not been systematically studied. We reviewed 14 neurofibromas from six patients with mild to marked nuclear atypia, with low mitotic activity in some tumors. Five tumors also had areas of increased cellularity consistent with cellular neurofibroma. Necrosis was absent. All patients were treated by conservative excision. Clinical follow-up, ranging from 8 months to 6 years, showed that none of the tumors recurred or metastasized. To further characterize these neoplasms, we assessed p53 expression, proliferation rate, and DNA content because these methods have been suggested by others as useful in differentiating benign from malignant nerve sheath tumors. p53 expression was detected by immunostaining in one tumor with 5% positive cells and in two tumors with rare positive cells (<1%). The remaining 11 tumors were negative. Tumor cell proliferation rate as determined by Ki-67 immunostaining showed <5% positive cells in 13 tumors. In one tumor, 10% of the cells were Ki-67 positive. Using flow cytometry methods and paraffin-embedded tissue, all tumors had diploid DNA content with an S phase fraction ranging from 5.2% to 18.2% (mean 9.4%). No significant differences were observed between the neurofibromas and cellular neurofibromas. For comparison, we studied three malignant peripheral nerve sheath tumors (MPNSTs). All MPNSTs had relatively high p53 (range 10-16%; mean 12%) and Ki-67 (range 32-42%; mean 38.0%) staining. One of the MPNSTs was aneuploid. The S phase fraction of the MPNSTs ranged from 8.1% to 51.8% (mean 28.6%). These results suggest that clinically benign neurofibromas, both usual and cellular types, can have significant cytologic atypia that can be accompanied by low mitotic activity. Conservative surgical excision for these tumors is adequate. The results of p53 and Ki-67 immunostaining and DNA content and S-phase analysis by flow cytometry support this interpretation. In addition, in tumors with borderline histologic findings, results of these ancillary studies may be useful in distinguishing benign from malignant nerve sheath tumors.