Inclusions of benign tissues in lymph nodes are most often aberrant glandular tissue, including endosalpingiosis, the thyroid, parotid, breast, and pancreas. Nonglandular inclusions are rare and include nevus cells and decidua. Mesothelial cells in lymph nodes are exceedingly rare; only eight cases have been reported in mediastinal lymph nodes and three cases in abdominal lymph nodes. The incidence of benign mesothelial cells in mediastinal lymph nodes in patients with a history of pericarditis or pleuritis is reported in this study. A retrospective search showed eight cases with removal of mediastinal lymph nodes in the absence of neoplasm. Hematoxylin and eosin-stained sections were examined in all cases. Immunohistochemical stains for CAM 5.2 were performed in all cases, and stains for AE1/AE3, Ber-EP4, carcinoembryonic antigen, Leu-M1, B72.3, and S-100 were performed in one case. CAM 5.2-positive cells with features of mesothelial cells were present in five of eight cases. In all cases, the cells were present in nodal sinuses and appeared as single cells or small clusters. The cells were missed on routine hematoxylin and eosin sections in all cases but one, in which they were numerous and mimicked metastatic carcinoma. Malignancy was not found in any of the cases preoperatively, at the time of surgery, or during the follow-up period. Benign mesothelial cells may embolize to regional lymph nodes in pleuritis or pericarditis. In most cases, these cells are few and undetectable on routine sections. Rarely, hyperplastic mesothelial cells may be present and must be distinguished from metastatic carcinoma, mesothelioma, and melanoma.