Benign glandular inclusions(BGI) are nonneoplastic glandular structures which are not infrequent in pelvic lymph nodes, and the chance of finding these structures is dependent on the intensity with which one searches. We examined the pelvic lymph nodes from total 189 consecutive cases of radical hysterectomy for uterine malignancies performed at Seoul National University Hospital over a period of two years from January, 1979 to June, 1981. These lymph nodes revealed glandular inclusions in fifteen(7.9%) of the 189 cases. Over 50 of BGI were located either in the capsule or subcapsular portion of lymph nodes. These were reflected by simple microcysts of tubes with a single layer of cilliated cuboidal or columnar epithelium whichresembled the epithelial cells lining the endosalpinx, endocervical and endometrial glands. In serial sections of lymph nodes with benign gladular inclusions, the following characteristic findings were observed. First, these structures were extending from nodal capsular tissue to the adjacent subcapsular portion of cortex and often invaginated into the medullar along the fibrous trabevulae ; secondly BGIs were not identifiable within the peripheral sinuses; thirdly these were often racemous and communicating ; and fourthly, admixture of both serous and mucinous linings in a same lymph nodes were present. Bu these findings we propose that the benign glandular inclusions may be due to localized metaplasic proliferation of the peritoneal mesothelium which is derivative of coelomic epithelium from which the Mullerian system originates.