Solid and papillary epithelial neoplasm of the pancreas (SPENP) is a rare lesion characteristically occurring in young women. By contrast with pancreatic ductal adenocarcinomas, SPENP is a slow-growing tumor that rarely metastasizes or is fatal. The current report describes light and electron microscopic and histochemical findings with DNA flow cytometric analyses of two cases of SPENP. The first patient was a 24-year-old woman; the second, a 72-year-old man. Although SPENP is rare in older men, both patients had characteristic radiographic and light microscopic features of SPENP. Ultrastructural evidence of acinar differentiation was seen in the first patient; the second patient had focal neuroendocrine differentiation. Flow cytometric analysis of the first tumor demonstrated diploid-range DNA content with a 5.8% S-phase fraction (SPF). The DNA cytometric analysis of a biopsy specimen from the second tumor revealed diploid-range DNA content with a 6.1% SPF, although subsequent sampling of the resected tumor showed an aneuploid population with a DNA index of 1.8 and SPF of 2.1%.