It has been suggested that patients who present with episodes of unexplained anaphytaxis (UEA) or unexplained flushing (UEF) have systemic mastocytosis (SM), a proposal believed to be supported by the presence of excess mast cell (MC) numbers in the skin of these individuals. To examine this hypothesis, we determined the number and distribution of MCs in the skin of nine normal subjects, nine patients with UEA/UEF, six patients with urticaria pigmentosa (UP), and 14 patients with SM. Skin biopsy specimens of normal subjects contained 38.4 ± 4 ( x ± SEM) MCs per square millimeter. Biopsy specimens of patients with UEA/UEF contained 71.8 ± 13 MCs per square millimeter. Although the numbers were significantly different from numbers in skin of normal subjects ( p < 0.05), similar modest increases in MC numbers are observed in a number of skin conditions. In marked contrast, lesional biopsy specimens of patients with UP contained 596.5 ± 278 MCs per square millimeter ( p < 0.05, n = 6, compared to MC numbers in the skin of normal subjects), and patients with SM had 720.6 ± 176 MCs per square millimeter in lesional skin ( p < 0.01, n = 12, compared to normal skin). Patients with UP or SM also had increased MC numbers in nonlesional skin compared to normal skin (168.0 MCs per square millimeter, p < 0.05, n = 5, and 184.4 MCs per square millimeter, p < 0.01, n = 10, respectively). Analysis of the relationship between MCs and blood vessels (BV) suggested that MCs in patients with mastocytosis first increase around BVs and later appear in tissues distant from BVs. Patients with UEA/UEF had an average plasma histamine level of 246.3 ± 51 pg/ml, not significantly different from the average plasma histamine level in normal subjects (262.0 ± 19, n = 76). Patients with UP and SM had plasma histamine levels of 402.5 ± 176 pg/ml and 2032.9 ± 491 pg/ml, respectively, both significantly different ( p < 0.01) from normal subjects. In conclusion, although modest increases (twofold to threefold) in MC numbers are observed in the skin of some patients with UEA and UEF, patients with SM have, on average, a 15-fold to twentyfold increase in MC numbers. Rare exceptions to this observation suggest a need to correlate the gross skin examination with skin MC numbers and to diagnose SM by appropriate criteria.