A 70-year-old man presented with a 3-year history of a slowly enlarging mass in the right scrotum. On examination there was a hard, slightly tender 6-cm-diameter, multinodular mass, palpable above the testis in the region of the spermatic cord. Right orchidectomy with excision of the mass was performed. Macroscopically, there was a well-circumscribed, homogeneous, pale-white, paratesticular lesion, sections of which showed a moderately cellular spindle cell proliferation. Some areas resembled fibroblasts in tissue culture, whereas in other areas the cells were pleomorphic, suggestive of sarcoma. However, the mitotic count per 10 high-power fields averaged at 1, and there were no abnormal mitoses. The cells stained positively with antibodies to actin and desmin, in keeping with a myofibroblastic origin. This lesion is consistent with the recently described "proliferative funiculitis," a paratesticular pseudosarcomatous myofibroblastic proliferation.