Report: Uterine lipoleiomyoma are rare forms of leiomyomas that are often only described in literature as case reports. Lipoleiomyomas could increase in size despite menopause and most commonly occur in postmenopausal women with an incidence rate of 0.03% to 0.2% Clinical symptoms of lipoleiomyoma are very similar to leiomyoma. Radiologic imaging can aid in the diagnosis of lipoleiomyoma with smooth muscle confined to the tumor periphery. In our case, we describe a 53y/o G0P0 perimenopausal patient who complained of abnormal uterine bleeding with irregular menses, urinary retention and difficulty completely emptying her bladder due to the large mass compressing her bladder. She was diagnosed with a large 8.8 cm hyperechoic lesion with internal vascularity arising from the central uterus/ endometrium. Radiology recommended a pelvic MRI for further differentiation of mass. Office hysteroscopy with endometrial biopsy was performed. Pathology confirmed limited inactive endometrium, benign endometrial surface epithelium. The patient requested a hysterectomy through a minimally invasive gynecologic surgery approach. A pelvic MRI was performed that revealed a large, round, circumscribed mass measuring 7.3 X 7.2 X 7.5 cm favoring to represent an intramural lipoleiomyoma. The patient had a robotic assisted laparoscopic hysterectomy which was uncomplicated. Final histopathologic diagnosis was uterine lipomyoma. As benign masses, management for lipoleiomyoma are guided by symptoms, fertility preservation desires, and whether or not a patient is a candidate for surgical intervention. Given the rarity of these cases, the histogenesis is still relatively unknown although various theories exist such as differentiation of embryonic fat cells, metaplastic changes of existing cells into fat cells, and pluripotent cell migration. Although there was not evidence of malignancy in our case report, certain literature has suggested the presence of coexisting malignancies and in an even rarer occasion the presence of liposarcoma from a lipoleiomyoma. More information is needed on these rare cases in order to further lead management and any recommendations regarding cancer screening on top of age related recommendations already in place.