Proliferated IgG4+ plasma cells are polyclonal, suggesting that the pathogenesis of IgG4-related disease (IgG4-RD) involves upstream events related to the regulation of IgG4 expansion. We hypothesized that lymphoid follicle formation may play an important role in the pathogenesis of IgG4-RD. Using various antibodies, especially against monocyte, macrophage, and follicular dendritic cell markers, we immunohistochemically assessed the distribution of immune cells in lymphoid follicles. Pathological findings of tissue samples from patients with IgG4-RD (n = 22), reactive hyperplasia (n = 3), multicentric Castleman's disease (n = 3), and Sjögren's syndrome (n = 13) were analyzed. CD14-positive lymphoid follicles were observed only in patients with IgG4-RD, and CD14-positive cells were identified as follicular dendritic cells by multicolor immunohistochemistry. There were few differences in the distributions of other cell types between the IgG4-RD and control groups. The presence of CD14 + follicular dendritic cells in lymphoid follicles may play a pathophysiological role in IgG4-RD.IgG4-related disease (IgG4-RD) is a newly established clinical entity with a relatively high incidence rate in Japan (7). Patients with IgG4-RD show organ enlargement or nodular/hyperplastic lesions in various organs concurrently or metachronously because of marked infiltration of lymphocytes and IgG4 + plasma cells, as well as fibrosis of unknown etiology. Symptoms are dependent on the organs involved and may include occlusion or compression due to organ enlargement or hypertrophy and organ function failure due to fibrosis, and some patients may develop severe complications (17,33,36). The diagnosis of IgG4-RD is based on the presence of hyper-IgG4-gammaglobulinemia (≥135 mg/dL) and an increased number of IgG4 + plasma cells, defined as an IgG4 + /IgG + cell ratio >40%, and >10 IgG4 + plasma cells per high power field. Some patients with other disorders such as cancer, lymphoma, vasculitis, sarcoidosis, and multicentric Castleman's disease also have hyper-IgG4-gammaglobulinemia and/ or elevated IgG4 + cell numbers in the affected tissues, making it necessary to distinguish among these disorders that differ in their clinical course and prognosis. Because IgG4-RD shows a good glucocorticoid responsiveness (2, 7, 10-13, 16-20, 28, 33, 36, 37, 40), diagnosis is directly related to therapeutic strategy. The histopathological characteristics of IgG4-RD are as follows (2,16,19,28): 1) massive lymphocyte and IgG4 + plasma cell infiltration forming lymphoid follicles is a typical feature, whereas duct destruction due to lymphoid cell infiltration into the duct epithelium (lymphoepithelial lesions) is very rare, and therefore organ swelling occurs without impaired secretion or dryness; 2) sclerotic changes or fibrosis