Thirty-six out of 171 (21%) cervico-vaginal smears that manifested pronounced squamous epithelial atrophy contained cyanophilic bodies about the size and shape of parabasal cells. These cyanophilic bodies have been misinterpreted as cancer cells. Patients whose smears contained cyanophilic bodies were likely to be elderly, at least ten years postmenopausal, and free of any gynecologic symptoms or abnormalities except those associated with previous surgery. Smears which contained cyanophilic bodies also contained numerous parabasal cells in various stages of degeneration, objects which closely resembled trichomonads, and a heavy background of granular material. A morphologic continuum existed between all of these elements. The conclusion, therefore, is that cyanophilic bodies, spurious trichomonads and the granular material are all derived from degenerating parabasal cells. It is suggested that cyanophilic bodies develop because of the diminished efflux of exfoliated epithelial cells and mucus associated with squamous epithelial atrophy. The ensuing stagnation of parabasal cells allows them to degenerate to an advanced degree. It appears that as some of the parabasal cells degenerative, their nuclear chromatin becomes widely dispersed throughout the cytoplasm, thereby forming cyanophilic bodies.