In reviewing all proliferative serous tumors of the ovary seen at Barnes Hospital from 1950 to 1974, we quantitated histologic characteristics and defined criteria for diagnosis in 55 borderline tumors, 13 well-differentiated cystadenocarcinomas, and 15 cystadenomas with unusual proliferative areas. This last type with focal proliferation behaved in a benign fashion and should be considered a variant of a simple cystadcnoma. Stromal invasion was the only histologic feature which consistently distinguished carcinomas from the borderline tumors. The presence in some borderline tumors of severe cellular atypia, marked epithelial disorganization, frequent mitoses, and cribriform glands in the stroma neither signified carcinoma nor indicated poor prognosis. No patient with a Stage I borderline lesion died of tumor. Although the mortality of patients with Stage IIb or Stage III borderline tumors is high, tumor-related deaths rarely occurred before 5 years, and three patients lived more than 10 years. Borderline serous tumors arc low-grade malignant neoplasms which differ from overt carcinomas in the excellent prognosis of Stage 1 lesions and in long survival even with widespread abdominal disease.