The purpose of this study was to investigate the characteristic features of the cells and tissues of the chronic periapical lesions using light microscope and electron microscope. Fifteen dental periapical lesions were obtained from the patients undergoing periapical surgery. Each specimen was divided into two parts along the tooth axis. One part was routinely processed for histopathologic examinations. 12 periapical lesions were diagnosed as granuloma and 3 periapical specimens as periapical cyst. The other part was fixed in 2.5% glutaraldehyde in 0.1M sodium cacodylate buffer at pH 7.4 and 1% osmic acid in same buffer. They were embedded in Epon 812. The semithin sections were used for the orientation of the lesions and the ultrathin sections were stained conventionally and examined with AEI Corynth 500 electron microscope. The results were as follows. 1. PMN and macrophages, which were dominant cell type, were scattered in small or large numbers throughout the central destructive area of granuloma. In the granulomatous area, plasma cells and lymphoytes were found in significant number and a lot of new capillary formation were revealed. Clefts caused by cholesterol were often seen in the connective tissue. Occasionally foam cells became collected in groups and epithelial proliferation were present. 2. In both granuloma and cyst, some plasma cells contained narrow cisternae of granular endoplasmic reticulum of which was tightly packed with electron dense materials, and other cells exhibited dilated profiles of granular endoplasmic reticulum. 3. In the area where plasma cells and lymphocytes were collected in groups, lymphocytes with well developed nucleolus and profuse cytoplasm were found and differentiating plasma cells were also present. 4. In the epithelial strands of the granulomatous area, epithelial cells contained enlarged endoplasmic reticulum, tonofilaments and ribosoms. Toward the intercellular space epithelial cells protruded a few microvilli. In the intercellular space, exudate-like electron dense materials, most of which was attached to the plasma membrane, appeared. 5. Some foam cells filled with numerous lipid droplets and others had lipid droplets and crystal-like structures. 6. Cyst epithelium consisted of bright cells and dark cells. The former had bright cytoplasm and small amounts of ribosoms, and the latter dark cytoplasm, many ribosoms, mitochondria and elongated microvilli. 7. Epithelial cells near the cyst lumen protruded a lot of long microvilli toward intercellular space and cyst lumen.