Cap: 6-10 cm across, hemispherical when young, later convex to plane, surface when young almost smooth, pale gray-brownish, later developing appressed, brownish, fibrillose scales on a paler background, paler to whitish toward the margin, margin incurved for a long time, smooth sometimes hung with veil remnants.
Hymenophore: lamellae are smooth, thick walled, honey brown.
Spore print: black brown
Spore: elliptical, 5-6,9 x 4,3-5,3 μm
Stem: 5-7 x 1,5-3 cm, cylindrical, tapered toward the base or slightly bulbous, solid when young, hollow when old, surface above the annulus with fine white longitudinal fibrils and with a reddish tinge, surface below girdled with multiple, fine whitish zones on a witish to gray pink background, membranous, white, upper surface squamose striate, lower surface smooth.
Flesh: white, turning reddish when cut, thick, odor unpleasantly fishy, unpleasant mild taste.
Habitat: solitary to gregarious or grouped in and outside forests, under hardwoods and conifers, on soil or on needle or leaf litter, grows from late spring to fall.