Ovarian lesions composed of spindle cells comprise a heterogeneous group; most are neoplastic, but several non-neoplastic lesions may be composed of spindle cells, including massive edema and fibromatosis and ovarian fibroma. Herein we discuss both these non- neoplastic entities as a differential diagnosis for our case of benign spindle cell lesion of ovary.57-year-old post-menopausal female presented with abdominal pain, vomiting, constipation. Computed tomography showed, features of ovarian torsion. Staging laparotomy was done and a specimen of hysterectomy with bilateral salpingoophorectomy, was sent for histopathological examination. Sections from right ovary showed proliferation of spindle cells resembling stromal fibroblasts with large areas of edema and haemorrhage. Masson's trichrome show increased collagen deposition. The tube also shows changes secondary to torsion in the wall. Based on the above features, we made a diagnosis of benign spindle cell lesion of ovary with the differential diagnosis including massive edema and fibromatosis and fibroma of ovary. IHC for Inhibin was ordered which came negative. This confirmed the diagnosis of massive edema and fibromatosis.