Osteocartilaginous metaplasia in lipomas is rare and mainly encountered in large-sized, long-standing lipomas. This entity can be found at almost any site of the body, particularly in the soft tissues of the skeletal system, breast, pharynx, and nasopharynx. We describe a case of lipoma with osteochondroid metaplasia in a 65-year-old woman with an indolent lesion, and discuss differential diagnoses.