Two hundred twenty-nine men were examined for the presence of pearly penile papules. The subjects were consecutive patients who came to the Houston Social Hygiene Clinic for diagnosis, treatment and follow-up of venereal diseases or related problems. This select group is not intended to represent the population in general. One of five (45 of 229) had a significant number of asymptomatic pearly penile papules. All lesions were pearly white and 1 to 3 mm in diameter. Only papular structures were observed rather than papillary, verruciform, or glandular structures. The average age of patients with P3 was 23 years. The racial factor was insignificant; however, a greater percentage of uncircumcised patients had P3.