A case of myoepithelial carcinoma arising in a benign myoepithelioma of the minor salivary gland in a 71-year-old patient is reported. The tumor presented initially on the palate and had been diagnosed as "benign lesion" 40 years before. It recurred 22, 36, and 40 years after initial presentation, and a similar histopathological diagnosis was rendered. One year after the last recurrence, the tumor recurred showing typical changes of malignant transformation, and the diagnosis was malignant myoepithelioma. The light microscopy and ultrastructural features of the initial tumor were typical of plasmocytoid myoepithelioma. There were abundant round cells and rare spindle cells with uniform dispersed filaments, sometimes arranged in parallel streams without evidence of dense bodies. These cells showed micropinocytotic vesicles along the cell membrane with poorly developed intercellular junctions and were surrounded by a basal membrane. The malignant counterpart showed fewer plasmocytoid cells and a rather epithelial pattern with marked nuclear pleomorphism and formation of small, or rarely large, glandular lumina. The immunohistochemical features were similar for the benign and malignant tumors, with positivity for S-100 protein, vimentin, cytokeratins, and CAM 5.2, and were negative for GFAP, muscle-specific actin, CEA, and desmin. Flow cytometry showed a change in the DNA content profile. The benign myoepithelioma had a diploid DNA content with a low S-phase fraction of 3.9% and proliferative index of 9.1%, while the myoepithelial carcinoma had an evident aneuploid DNA stem line and an increased S-phase fraction of 8.3% with a proliferative index of 18.1%.