This report presents the ultrastructural features of a congenital epulis. The granular cells of the epulis were packed with numerous membrane bound cytoplasmic granules containing particles, small vesicles, and electron-dense materials. These granules were negative in immunohistochemical reaction for CEA (DAKO PAP KIT). Cytoplasmic organelles such as mitochondria, rough surfaced endoplasmic reticulum, and Golgi apparatus, were absent. Nuclei were markedly indented. Occasionally, banded intracellular collagen fibrils were observed within the cytoplasm. Some of these fibrils were surrounded by a limiting membrane, whereas others appeared to lie free in the cytoplasm. The collagen fibrils were also seen within a deep invagination of the cell surface. There was no basal lamina around the granular cells. Sporadically, mast cells with many granules containing lamellar formations were found between the granular cells. These observations support the idea that granular cells of the congenital epulis are derived from mesenchymal cells, probably fibroblasts.