Skin tumors experimentally induced by dimethylbenzanthracene (DMBA) are associated with dense subepithelial accumulations of mast cells. To investigate the sequential changes of the mast cell population during carcinogenesis, and to provide a model with which to examine mast cell proliferation, the back skin of 48 Swiss Webster mice was painted with 0.5% DMBA in benzene twice weekly for 12 weeks. Control and DMBA-treated tissues were processed for histological examination. The observed pattern of tissue changes fell into four phases: a) inflammation and necrosis followed by epithelial regeneration and hyperplasia, b) development of localized regions of acanthosis, c) loss of normal organization with downgrowth of epithelial cells and formation of keratin pearls, d) appearance of well-defined nodules resembling verrucous carcinoma. Subepithelial mast cells varied greatly in number during the above sequence of changes. Dense foci of cells were seen, particularly beneath the regions of hyperplastic epithelium. Mast cells may play a role in abnormal epithelial proliferation and, further, DMBA treatment may provide a suitable model with which to examine the origin and kinetics of mast cells.