Cells closely resembling X-cells were the primary cellular component of a large pseudotumor in the viscera of a black croaker (Cheilotrema saturnum). The fish was captured in coastal waters off San Diego, California and was maintained at the Scripps Aquarium. After 2 years in captivity the fish exhibited extreme abdominal swelling due to a visceral mass, which weighed approximately one-fifth the total body weight. The cells associated with the pseudotumor were identified as X-cells due to their great variability in size, vesicular nuclei which stained negative for DNA and their formation of a pseudotumor. This is the first report of an X-cell pseudotumor in the visceral cavity. We agree with the hypothesis that the X-cell is a protozoan, and the description here of X-cells in a visceral pseudotumor in a fish of the family Sciaenidae associates an additional type of lesion with this enigmatic parasite.