Over a 2-month period, a 34-year old man with phimosis developed a pedunculated tumor, measuring 4 X 2.5 X 2 cm in his glans penis. Microscopically the bulk of the tumor was composed of spindle-shaped cells, however, at some parts of the tumor, squamous cell cysts or nests, consistent with well-differentiated squamous cell carcinoma, were noted. Atypical epithelial cells merged imperceptibly with the underlying spindle-shaped cells. The histological diagnosis of spindle cell carcinoma, an uncommon variant of squamous cell carcinoma, was made. Spindle cell carcinoma arising from the penis is very rare and only two reports are available at present.