Pleomorphic adenomas with a nuclear palisading arrangement of spindle-shaped modified myoepithelial cells (MMCs), suggesting the appearance of palisading leiomyoma or Antoni's A type of neurilemmoma, are quite rare, and its cytologic nature has been poorly understood. This paper reports histologic and immunohistochemical findings of palisading MMCs in two cases of pleomorphic adenoma. Histologically, foci of spindle-shaped MMCs with nuclei in a palisading arrangement were scattered in the myxoid areas. Near the large foci of spindle-shaped MMCs with nuclear palisading arrangements, tiny foci of spindle-shaped MMCs forming nuclear palisading or rosettelike arrangements were seen. Such nuclear palisading arrangements of MMCs were suggestive of differentiation or transformation of MMCs into cells that were more smooth muscle in nature, supported by occasional existence of palisading leiomyoma in the myometrium and gastrointestinal tract. However, immunohistochemical findings of palisading MMCs in pleomorphic adenoma were similar to those of non-palisading MMCs, and showed no evidence of smooth muscle differentiation; neither palisading nor non-palisading MMCs in pleomorphic adenoma expressed desmin, muscle specific actin (HHF-35), alpha smooth muscle actin, or myoglobin. The biologic significance and formative mechanism of nuclear palisading arrangement of MMCs in pleomorphic adenoma could not be determined in the present study. However, if the MMCs with nuclear palisading arrangements in pleomorphic adenoma, presented here, are aspirated for cytologic diagnosis or are included in a small biopsy specimen, the correct diagnosis of pleomorphic adenoma may be confused by a suspicion of myogenic or neurogenic tumor.