The light microscopic, immunohistochemical, and ultrastructural features of a unique variant of tubular-trabecular basal cell adenoma are described. The unusual feature of the six examples reported is the richly cellular “stroma” composed of spindle cells coursing between the anastomosing cords of epithelial tumor cells. Immunohistochemistry of all six cases and electron microscopy of two examples illustrated the biphasic differentiation of the epithelial portion of this form of basal cell adenoma, with a central core of duct luminal cells bordered on either side by one or more layers of modified myoepithelial cells. By light microscopy, the features and arrangement of cells in “stromal” regions of this tumor convey a fibroblastic derivation. However, this population of cells stains strongly for S-100 protein, ultrastructurally displays excessive external lamina production, intercellular junctions, and a growth pattern unlike fibroblasts, and is involved in the formation of extracellular mucinous materials. Such aspects indicate a second population of neoplastic myoepithelial cells in this tumor. Thus, this form of tubulartrabecular basal cell adenoma displays tricellular differentiation and, perhaps, may be considered either a hybrid basal cell adenoma and myoepithelioma or a cellular pleomorphic adenoma.