We investigated the histological alterations occurring in the muscularis mucosae, the lamina propria mucosae, and the submucosa in areas adjacent to invasive adenocarcinoma in 32 resected esophagi with Barrett's mucosa. In 26 of the 32 specimens, we observed a thickening of the muscularis mucosae, with overgrowth of the muscle fibers into the lamina propria mucosae. In other areas, collagen-rich fibrotic tissue replaced the muscularis mucosae, the lamina propria mucosae, and even the submucosa. In 31 of the 32 specimens, we noted cystic dilatations of the esophageal glands. Normal esophageal glands and cystically dilated glands with dysplastic lining were often surrounded, compressed, and deformed by the fibrotic tissue. The compression of the glandular outlets by the collagen-rich tissue or by proliferating dysplastic cells appeared to be the two main factors in the histogenesis of these cysts. This may result in difficulty in differentiating, in biopsy specimens, between normal and dysplastic esophageal glands “trapped” in the collagen-rich fibrotic tissue and true invasive adenocarcinoma in the Barrett's mucosa.