A 83-year-old female with a history of chronic lymphocytic leukemia (CLL) and small cell lymphoma presented in respiratory failure secondary to pneumonia. The patient was diagnosed with CLL more than 4 years ago. Other than waxing and waning right axillary lymphadenopathy, she had been asymptomatic without a need for treatment.Flow cytometric analysis performed on this lymph node showed a B-cell clone that was CD191, CD201 (dim), CD51, CD231, CD10 negative, and surface immunoglobulin negative. Subsequently, she progressed to Stage III CLL with splenomegaly and developed hypogammaglobulinemia, multiple bone fractures, and pneumonia. A peripheral blood cell count revealed a white blood cell count of 85.8 3 109/L with an absolute lymphocytosis (92% lymphocytes). The patient was mildly anemic (hemoglobin 9.1 g/dL, hematocrit 32.9%, MCV 105.1 fL) and thrombocytopenic (platelets 143 3 103/lL). Multiple Wright-Giemsa stained Image 3. Electron micrograph showing two intracellular crystalline inclusions amongst several mitochondria (transmission electron microscopy; original magnification 325,250).Image 2. Peripheral blood smear demonstrating an intracellular crystalline inclusion (Wright-Giemsa stain; high magnification). Image 1. Peripheral blood smear showing CLL lymphocytes, one of which contains two unstained rectangular intracytoplasmic inclusions (Wright-Giemsa stain; high magnification).