Proliferative lesions were found in 16 of 994 Mytilus edulis mussels obtained from the mouth of the River Lynher at Plymouth, England. These lesions were characterized by infiltration and replacement of the connective tissue by enlarged, atypical, mitotically active, basophilic, hemocyte-like cells. Cytologic examination indicated the involvement of two cell types in this disorder, both of which were similar in appearance to the much smaller, normal basophallic agranular hemocyte. The abnormal cells were rich in cytoplasmic RNA and had significantly higher DNA levels than normal hemocytes as determined by scanning microdensitometry. A few of the atypical cells contained small cytoplasmic granules that were positive for lysosomal hydrolases. This condition was observed sequentially from what is believed to be the earliest stage of the disease, in which only a few atypical cells were present, to the terminal stage, in which the connective tissue was almost completely replaced and the digestive gland cells were necrotized. Some potentially carcinogenic aromatic hydrocarbons have been identified in the substrate of the mussel bed by gas-liquid chromatography-mass spectrometry analysis.