PURPOSE: To describe the retinal histopathology of paraneoplastic retinopathy associated with cutaneous melanoma. METHODS: A 59 year old man had visual loss attributable to paraneoplastic retinopathy and died of metastatic cutaneous melanoma, His eyes were studied by conventional histopathologic techniques. RESULTS: Histopathologic examination of both eyes dis closed a marked reduction in the density of bipolar neurons in the inner nuclear layer; photoreceptor cell neurons in the outer nuclear layer were normal. Ganglion cells were present, although many showed evidence of transsynaptic atrophy. CONCLUSION: The histopathologic changes observed are consistent with clinical, immunologic, and electrophysiologic data that implicate the bipolar cell as the major site of the paraneoplastic process in cutaneous melanoma-associated retinopathy. (C) 1999 by Elsevier Science Inc. All rights reserved.