Partial myoepithelial differentiation is common in simple epithelial hyperplasia (epitheliosis) of the breast but functional myoepithelial differentiation with basement membrane production is exceedingly rare. A peculiar change of hyaline globules within benign epithelial hyperplasia has been recognised before as "collagenous spherulosis" and type IV collagen has been shown by immunohistochemistry. Another seven cases are described which show the presence of laminin and collagens IV and III within the proliferation. Electron microscopy examination of two cases using material retrieved from the wax block showed varying degrees of myoepithelial differentiation of the cells immediately surrounding the spherules and basal lamina material, including mature collagen fibrils in one case. The degree of myoepithelial differentiation of the cells surrounding the spherules seemed to correlate with the differing types and amounts of extracellular matrix in the spherule. Histopathologists should be aware of this rare change as it may be misinterpreted as in situ carcinoma.