The Sertoli-Leydig cell tumor is a rare gonadal tumor of sex-cord type, similar to that seen in the various phase of testicular development in the male. This tumor is most commom type of all virilizing ovarian tumors and account for less than 0.5% of all primary ovarian tumors. The Sertoli-Leydig cell tumor was histiologically mimics fibrosarcoma because the tumor shows fascicles of spindle shaped cells resembling fibrosarcoma in most of the part. The only thing differentiates Sertoli-Leydig cell tumor from fibrosarcoma is tubule of Sertoli cells. Recently we experienced a case of poorly differentiated Sertoli-Leydig cell tumor without virilization and so we present it with brief review of literature.