A 30 year old korean male was admitted to Korea University Hospital because of high fever and diarrhea of one week duration. Physical examination discloses left axillary lymphadenopathy and hepatomegaly. The patient was treated for typhoid fever with chloramphenicol and antipyretics and discharged with some improvement of symptoms after 4 days hospital stay. He was readmitted after 10 days with general weakness, weight loss, dyspnea, epistaxis and abdominal distension. Peripheral blood findings included pancytopenia with 2% atypical higtiocytes. On the next day, bone marrow aspiration and left axillary lymph node biopsy were done. However, his conditions deteriorated rapid1y and the patient expired on the third day of the second admission. Autopsy was not performed. The bone marrow smears revealed 14% atypical histiocytes, most of which engaged in phagocytosis of erythrocytes, granulocytes, and platelets. The lymph node disclosed preservation of nodal architectures with infiltrations of atypical histiocytes and their precursors in the subcapsular and medullary sinuses. Phagocytosis of erythrocytes and granulocgtes by more differentiated histiocytes was noted.