A thirty-six year old male with severe congestive heart failure was given a cardiac transplant. The findings of the evaluation of his native heart is the basis for this presentation. Our findings included the identification of unusual cytoplasmic inclusion bodies found throughout the heart. These inclusions, found most often in a perinuclear location, were eosinophilic and crystalloid at the light microscopic level (Figure 1.). Special histologic stains were not supportive of a diagnosis of nemaline rod disease as a trichrome stain failed to differentiate inclusions from surrounding cytoplasm, yet could be accomplished with PAS staining (Figure 2.) . Furthermore, the ultrastructural morphology of the inclusions did not show any similarity to z-band material, the electron microscopic characteristic of inclusion bodies in nemaline rod myopathy. The shape of these bodies was usually rectangular or elliptical (Figure 3.) and size was found to be quite variable, some measured in excess of 15μ X 4μ. Other characteristics included an amorphous appearance with occasional electron densities within the inclusions (Figure 3), an apparent single limiting membrane (Figure 3 and 4), and for some of the inclusions, there was a suggestion of secondary lysosomal association (Figure 4).