Introduction: Neuroendocrine carcinoma (NEC) is a very rare and aggressive disease that accounts for 0.4-2.0% of all esophageal malignancies with the coexistence of a second primary esophageal cancer being an even rarer event. We present a case of an elderly male with an atypical presentation of right upper quadrant (RUQ) abdominal pain and found to have two primary malignancies of the esophagus, small cell NEC and adenocarcinoma.Case: An 86 year-old male presented with persistent RUQ abdominal pain that radiated to the epigastric region. Two weeks prior, he was diagnosed with acute on chronic cholecystitis and had a percutaneous cholecystostomy tube placed. Labs were unremarkable and a noncontrasted CT abdomen showed cholelithiasis with a malpositioned indwelling catheter.Interventional radiology replaced the percutaneous cholecystostomy tube but with minimal pain relief. Over the next 72 hours, he was in continued pain and unable to tolerate a diet. Given the mystery of his pain, a repeat CT abdomen was performed, but this time with contrast, which exhibited a duodenal ulcer and multiple lytic lesions of the right eighth rib, concerning for metastasis. Gastroenterology consult was placed and subsequent esophagogastroduodenoscopy (EGD) portrayed long-segment Barrett's esophagus, a fungating mass in the middle-third of the esophagus, multiple 3-5 mm nodules in the lower-third of the esophagus, and a non-bleeding duodenal ulcer. Biopsies revealed high-grade small cell NEC of the mid-esophagus and invasive adenocarcinoma of the lower esophagus.Oncology was consulted and patient was started on chemotherapy. He was discharged after a 13-day hospitalization with close follow-up. Discussion: NEC is a rare diagnosis, while the concomitant presence of a second primary cancer being an uncommon occurrence. NEC is usually found in older men with specific factors such as alcohol and smoking playing a key role. The initial diagnosis is usually made by somatostatin receptor scintigraphy (SRI), which is followed by endoscopic biopsy for histologic evaluation. However, our patient's lesion was first discovered on endoscopy without prior SRI. These tumors can usually be found in the mid to lower esophagus with dysphagia as the most common presentation, while its presence in the upper and middle third of the esophagus does not frequently cause dysphagia. The prognosis of NEC is very poor which makes developing an effective therapeutic strategy very difficult.1772_A Figure 1. Esophagogastroduodenoscopy (EGD) reveals a medium-sized fungating mass in the middle third of the esophagus.1772_B Figure 2. Biopsy of fungating mid-esophageal mass staining positively for synaptophysin.