In this study the presence of intraepithelial cells within the normal breast parenchyma was investigated by electron microscopy and immunocytochemistry. Cells were observed which could be differentiated from the epithelial and myoepithelial cells by their cytoplasmic and nuclear morphology and the absence of cell junctions. Two cell types (lymphocytes and macrophages) were identified ultrastructurally and the bone marrow origin of the cells was confirmed by immunocytochemistry. The intraepithelial lymphocytes and macrophages were present in all samples irrespective of the physiological state. In the "resting", pregnant, and lactating breast the majority of cells were lymphocytes while in the involuting breast there was a marked increase in the proportion of macrophages. The rarity of lymphoma of the breast may be related to the relatively small amount of lymphoid tissue present and the passive nature of the environment.