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INTRODUCTION Sarcomatous change is reported to occur in 0.13-0.8% of benign uterine leiomyomas. Spindle cell carcinoma of uterus is a rare tumour and is very difficult to diagnose preoperatively because of its non-specific symptoms. Due to their rarity spindle cell tumors of the uterus often pose diagnostic challenges and require careful evaluation by pathologists to distinguish between benign and malignant forms. CASE REPORT Our patient was a 45 year old woman P2L2 with c/o heavy menstrual bleeding since 6 months . She is a known case of hypothyroidism. Examination Bulky uterus (per abdomen 14 weeks) with anterior fornix solitary fibroid felt 10x8x6cm, movement transmitted to cervix, bilateral fornices free and not tender. USG shows Large intramural posterior wall uterine fibroid possibly sarcomatous degeneration. CE-MRI abdomen and pelvis showed Large endometrial lesion of 6.8x6.5x9.1cm invading>50% myometrium without invasion of the serosa/ cervix/pelvic lymphadenopathy. PAP smear showed NILM. EB showed Disordered proliferative phase endometrium.Plain CT-CHEST showed multiple subcentric discrete lung metastatic lesions . After consultation with surgical oncologist, Patient underwent Total abdominal hysterectomy with bilateral salpingoophorectomy. Intra-op findings shows uniform mass measuring 8x8 cm noted at fundus with increased vascularity. Specimen sent to histopathological and features are was suggestive of SPINDLE CELL TUMOUR of Myometrium . IHC: tumour cells were positive for vimentin-MA-Desmin-ER-PR-H caldesmon-ki67 15% suggestive of SMOOTH MUSCLE TUMOUR OF UNCERTAIN MALIGNANT POTENTIAL", Myometrium. Patient is in follow up with medical Oncologist . CONCLUSION: Leiomyosarcoma of uterus is a very uncommon finding in uterus. It accounts for only 8-10% of all the uterine malignancies. Seen in the 4th decade of life. Spindle cell sarcoma is considered as an uncommon variant or subtype of RMS9 which mostly occurs in the para testicular region in children. Thus, it is occurring in uterus is a very rare possibility.