T-cells are an integral part of normal follicular centers and many follicular center-cell (FCC) lymphomas. Because the functional role of these cells remains imprecisely determined and because ultrastructural localization of the T-cell antigen receptor-associated CD3 antigen has not been previously reported, an immunoultrastructural study of four tonsils and four FCC lymphomas was performed using an anti-CD3 antibody (UCHT-1). Normal interfollicular CD3-positive T-cells always demonstrated surface membrane positivity, as did 94% of normal and 88% of neoplastic FCC-associated CD3-positive cells. Conversely, whereas only 5% of normal interfollicular CD3-positive cells showed perinuclear positivity, 58% of normal and 38% of neoplastic FCC-associated CD3-positive cells did (p less than 0.001). Definite endoplasmic reticulum (ER) staining for CD3 was identified in 4% and 8% of cells associated with normal or neoplastic FCC, respectively, but in none of the T-zone lymphocytes. Because the perinuclear space is reported to be a site of protein synthesis in cells with little ER, and because of the occasional ER staining observed in cells with perinuclear staining, perinuclear CD3 positivity probably represents CD3 synthesis in mature tonsillar T-cells. The frequency of perinuclear positivity in the FCC-associated T-cells, together with the loss of surface positivity in some cells at this site, suggests that this could represent in vivo T-cell "activation" in follicular centers, with modulation and resynthesis of the CD3 antigen. Furthermore, the results demonstrate a similar phenomenon in the T-cells associated with neoplastic follicular center cells.