Phyllodes tumor is a rare type of fibroepithelial neoplasm accounting for <1% of all breast tumors and breast carcinoma within is found in approximately 1–2% of all phyllodes tumor. We present a case of a 40 years old lady with a lump of size 6X5cm in right breast for 6months  which on biopsy revealed features of phyllodes tumor and underwent simple mastectomy in view of large tumor size as compared to breast size and the histopathology report showed features of malignant phyllodes tumor with a foci of invasive carcinoma (2mm), ductal carcinoma in situ and lobular carcinoma in situ. Later on she underwent axillary lymph node dissection where in 15 lymph nodes were isolated which showed reactive changes and the patient was started on tablet tamoxifen 20mg daily.