A dermal sarcoma was found in a freshwater, soft-shelled turtle Pelodiscus sinensis. The neoplasm consisted of proliferating fibrous tissue and extended from the dermis. The overlying epidermis was hyperplastic and partially folded. The deeper dermis and hypodermis contained three large, discrete necrotic foci of -10 mm diameter. Numerous eosinophilic granule cells and macro phages surrounded the necrotic areas. A mixed population of cells with nuclear pleomorphism was observed between the papillary layers of vessels. This area also had regions of different histological structures: (l) regularly arranged, spindle-shaped cells with compact nuclei in a fine-fibrillar matrix; (2) haphazardly arranged cells ($leq$ 23 11m diameter) with ovoid, highly hypertrophic, faintly stained nuclei; and (3) cells (3.6-5.8 11m diameter) with irregularly shaped nuclei and marginal condensed chromatin in a myxomatous matrix. Some mitotic figures, binucleate cells, and multinucleate giant cells of up to 50 11m in length were also found. Flow cytometry of propidium iodide-stained cells yielded different histograms for the normal skin and the skin (primarily epidermis) and fibrous dermis of the tumor, indicating DNA heterogeneity in the dermal portion of the tumor. The ploidy indices for the dermal cells were 1.91 and 0.78, as compared to normal cells.