Phyllodes tumors are uncommon breast neoplasms that constitute of 1-2% of breast malignancies. The tumor can mimic fibroadenoma clinically, radiologically and histologically. Ductal carcinoma in-situ in the epithelial component of phyllodes tumor is very rare. When ductal carcinoma in-situ is detected within the specimen, the management of treatment changes completely. We report a rare case of low grade ductal carcinoma in-situ arising in a malignant phyllodes tumor in a 55-year-old female patient.