We undertook a morphological study of small pieces of peritumoral brain tissue removed from seven patients with meningiomas submitted to surgery. All patients had cerebral edema, as shown by preoperative C.T. and N.M.R.. Control specimens were obtained from five patients undergoing ventriculo-peritoneal shunt. The tissue fragments were fixed in glutaraldehyde-osmium and embedded in Epon. In semi-thin sections observed under light microscopy peritumoral endothelial cells exhibited voluminous cytoplasm and nucleus. Morphometrical evaluation confirmed that these endothelial cell nuclei were significantly larger than controls. Under the electron microscope those cells showed nuclei rich in euchromatin and cytoplasm rich in pinocytotic vesicles. The morphological changes observed suggest a process of dedifferentiation of brain peritumoral capillary cells and are compatible with an increase in permeability. Both events, which may be due to diffusion of a tumoral vascular permeability factor, favour the hypothesis that peritumoral brain tissue contributes to edema fluid that accumulates around meningiomas.