CASE PRESENTATION: A 71 year old woman was hospitalized for a COPD exacerbation for 4 days and 1 day prior to discharge suddenly developed signs of hypotension, abdominal distention and altered mental status. A CT of the chest, abdomen and pelvis showed acute splenic rupture with ascites and portal lymphadenopathy. Patient underwent emergent splenectomy. WBC was 86K with 40 % lymphocytes and peripheral smear showed 60 % prolymphocytes. Bone marrow biopsy confirmed these findings. Immunophenotyping rulled out similar hematologic malignancies such as mantle cell lymphoma and chronic lymphocytic lymphoma, in addition patient did not meet the criteria for the diagnosis of B-cell prolymphocytic leukemia. Splenic pathology was consistent with prolymphocytoid transformation of splenic B-cell lymphoma. Chemotherapy was started; however, her course was complicated with tumor lysis syndrome and subsequent multi organ failure which resulted in her expiring 2 weeks later.