Melanosis was found to various extents in a wide array of tissues of all 23 autopsied mice whose transgene consisted of the tyrosinase promoter fused to the simian virus 40 early-region oncogenic sequences. Pigmentation in a given animal was attributable to any or all of the following; an increase in numbers of some normally pigmented cells of neural crest origin (a result compatible with early stages of transformation); elicitation of melanin synthesis in some cells that normally have little melanin, or none at all (the latter possibly signaling metaplasia); unusual intercellular transfer of pigment granules from melanocytes into certain normally unpigmented epithelia and endothelia; and profusion of melanin-phagocytizing cells. Neoplasms, occasionally also containing melanin, arose in association with some of these melanotic tissues and included three choroid plexus tumors, three endocardial tumors, two peripheral nerve sheath tumors (schwannomas), two cochlear tumors, two pineal gland tumors, one salivary gland tumor, and one nasal mucosa tumor. These apparently originated independently of the ocular and cutaneous melanomas found in the same animals. The events involved in melanosis may thus contribute to neoplastic conversion.