62 year-old woman who presented with chronic "diarrhea" and weight loss. Initial studies revealed elevated liver enzymes; hepatitis studies were negative, and ultrasound demonstrated biliary dilation; the pancreas was not well seen. At ERCP, this area of raised, inflamed mucosa with superficial ulceration was found, involving the hooded fold of the ampulla (but not the ampulla itself). Biopsy revealed carcinoma of neuroendocrine origin. The tumor was ultimately found at surgery to be partially obstructing the bile duct (which had been stented at ERCP), invasive into the pancreas with complete pancreatic duct obstruction, and metastatic to lymph nodes. The neuroendocrine carcinoma is analogous to a carcinoid with more malignant behavior.