Cystosarcomaphyllodes or generally known as phyllodes tumour, is a rare breast tumour accounting for less than 1% of all breast neoplasms.Very rarely, malignant transformation with metastatic potential. Phyllodes tumors resemble fibroadenomas, account for 1%of breast malignancies, and usually occur in women from 30 to 70 years old. We report a case of a 44-year-old lady who presented with a painless right breast lump for 3 months duration. The mass was initially 3cm in diameter and firm in consistency. Fine-needle aspiration cytology showed a benign breast lesion. Ultrasonography of breast revealed bilateral pleural effusion. As general anesthesia was deferred due to pleural effusion simple mastectomy was done under surface anesthesia with local application of prilocaine jelly .