She had a protracted course of multiple erythematous subcutaneous nodules for 2 months often with spiking fever. Histopathologic findings for the subcutaneous nodules revealed lobular panniculitis-like findings composed of atypical small, bland lymphocytes and histiocytes. Characteristically, atypical lymphocytes rimmed individual fat cells in a lace-like pattern and some histiocytes occasionally phagocytosed WBCs. Bone marrow findings revealed increased phagocytic histiocytes with engulfed hematopoietic cell. The immunophenotypic studies showed CD45RO (UCHLl)+, CD20-, CD4-, CD8+ and CD56+ (focal), lysozyme+, CD45 (LCA)+ and EBV-. She received three cycles of high-dose cyclophosphamide, adriamycin, vincristine, prednisolone (CHOP) and methotrexate, intrathecal methotrexate and one cycle of fludarabine, mitoxantrone and dexamethasone (FND) chemotherapy. She died of acute renal failure during multiple chemotherapy.