Nine cases of a previously undescribed benign soft tissue tumor are reported. They were composed of variable amounts of benign smooth muscle and mature adipose tissue. Patient ages ranged from 28 to 73 years. One was located in the subcutaneous adipose tissue, one in the rectus sheath of the anterior abdominal wall, two within the abdominal cavity and attached to the abdominal wall, two in the inguinal region, and three in the retroperitoneum. Sizes varied between 3.5 and 26 cm and averaged 16 cm in greatest dimension. Two of the retroperitoneal tumors were incidental findings during other operative procedures. The remaining seven cases were clinically palpable masses. Eight of the nine lesions were originally diagnosed as benign, and another (retroperitoneal) was diagnosed as well-differentiated liposarcoma. Five of the tumors were at least partially encapsulated. In three of the cases, a nonlipomatous component was grossly recognized. Although the benign nature of this lesion is usually recognized in superficial locations, deeply situated tumors are more likely to be confused with a well-differentiated liposarcoma.