Purpose: Although the presence of anti-mitochondrial antibody (AMA) is 98% specific for primary biliary cirrhosis (PBC), AMA is associated with other autoimmune diseases, including inflammatory myopathies. A recent study in Brain found 23 case reports of concurrent PBC and polymyositis (PM), and only one of autoimmune hepatitis (AIH)-PBC overlap with PM. We present two patients from our institution with AIH-PBC overlap and PM, and discuss their management. Case 1: A 60-year-old woman with sicca syndrome was referred to us for persistently elevated aminotransferase values, immunoglobulin M (IgM) (666mg/dL), and immunoglobulin G (IgG) (1,950 mg/dL). A liver biopsy confirmed Scheuer stage I PBC with AIH, and she was started on prednisone and ursodiol. Concurrent to her PBC diagnosis and before prednisone therapy, she developed progressive proximal muscle weakness. Muscle biopsy, electromyography, and elevated muscle enzyme levels suggested PM. On prednisone, her liver enzyme levels normalized while muscle strength responded to several months of intermittent intravenous immunoglobulin. Three years later, she developed diastolic heart failure, which improved on diltiazem. Her disease was complicated by severe osteoporosis, treated with zoledronic acid, calcium, and vitamin D. Currently, she is doing well on ursodiol 500 mg daily, and prednisone 5 mg every other day. Case 2: A 58-year-old man presented to a neurologist after 1 year of truncal weakness. His muscle biopsy, elevated muscle enzymes, and symptoms suggested PM. He responded to prednisone, but was subsequently referred to hepatology for persistently elevated liver test results (AST 89, ALT 99, ALK PHOS 305). AMA (1:160), IgG (2350 mg/dL) and IgM (402 mg/dL) were elevated. Liver biopsy confirmed stage I PBC with confluent necrosis, suggesting AIH overlap. Prednisone 60 mg daily and ursodiol 500 mg twice-a-day were initiated. After 3 months of treatment, the patient's symptoms improved and liver enzyme activity normalized. Discussion: Although AIH-PBC with PM is an infrequently recognized syndrome, we encountered two such cases. The natural course of AIH-PBC and PM is unknown, but some studies show that PM with concurrent PBC may have a more indolent PM with frequent cardiac involvement, as seen in our first patient. Both patients responded to and are being maintained on prednisone and ursodiol. For PM with AIH, if prednisone treatment alone fails, the addition of immunosuppressive agents given singly or in combination with corticosteroids may be considered. Since corticosteroid use may worsen osteoporosis associated with advanced PBC, assessment of bone density with the potential use of bisphosphonates may be valuable.