A case of malakoplakia involving colon and lymphnode in a 57 year old Korean woman was reported. This patient was brought to medical attention because of pain and redness of the left neck and bloody diarrhea of 3 months duration. After admission to the Ewha Womans University hospital she wart found to have a masts in the rectum, which wag biopsied and showed nodular infiltrations of histiocytes and plasma cells. These von Hansemann histiocytes contained many Michaelis-Gutmann bodies that gave positive reaction to Periodic acid-Schiff, Gomori iron and von Kossa stains. Essentially same histological features were noted in the neck and inguinal lymphnode biopsies. Cultures of stool and lymphnodes yielded Proteus vulgaris and Proteus mirabilis, respectively. Peripheral blood and bone marrow examinations revealed 20∼60% and 41% myelotlasts in each, being compatible with acute myelocytic leukemia. This case is the third carte of malakoplakia in the Korean literature. And the association of acute myelocytic leukemia with malakoplakia seems to be an extremely rare even in the world literatures.