A 30 yr old women had a nontender subcutaneous mass over the left temple that histologically demonstrated a mixed pattern of nature lipocytes and spindle cells, many in a palisading and fascicular pattern, separated by fibrous trabeculations. No cellular atypia or increased mitotic activity was seen, and a predominance of mast cells was noted. This case illustrates the spindle cell lipoma, a benign variant of lipoma that was confused in the past with malignant spindle cell and lipocytic tumors. This case, although atypical in sex, age and location, serves to identify this entity in the dermatologic literature.