We report a case of ductulo-insular pancreatic endocrine tumor (DI-PET) in a 50-year-old woman. The patient presented with symptoms and signs of hypoglycemia, and a small tumor in the uncus of the pancreas was extirpated. The tumor predominantly consisted of a neuroendocrine tumor (NET) of grade 2, which surrounded a minor component of ductular proliferation accompanied by a desmoplastic stroma. Both components were largely juxtaposed but admixed with each other in small areas. The NET component was immunoreactive for insulin and accompanied by the marked deposition of amyloid in the stroma. The ductular component consisted of a haphazard proliferation of ductules showing mildly atypical cytological features and immunoreactivities for cytokeratins 7 and 19. DI-PET is a rare composite neoplasm that should be distinguished from mixed ductal-neuroendocrine carcinoma because of the marked differences in treatment modalities and prognoses between the tumors. DI-PET associated with stromal amyloid deposition has not been reported to date. The ‘transdifferentiation’ of NET cells into ductular cells is considered as the most plausible histogenetic mechanism of this tumor, although other possibilities, such as an origin from a primitive endodermal stem cell or the induction of ductular proliferation by stimulation with NET-derived humoral factors, cannot be excluded.