PURPOSE: Giant cell tumor is the second most common benign neoplasm in upper extremity. Unlike usual chief complaint of painless mass, an atypical case with giant cell tumor presented a distinguishing characteristics of which accompany pain and tenderness and is histologically giant-cell free. METHODS: A 31-year-old male patient complained of a rapid growing painful mass on the proximal phalanx of the left ring finger. Under microscopic operation, a 1.6 x 1.3cm sized mass was found to be surrounded by areolar tissue and attached to a tendon sheath, encircling the digital nerve and artery. Diagnostic confirmation was assisted by positive finding in histologic immunohistochemical stain-CD68. Characteristic pathologic finding is an atypical distribution of spindle cells & histiocytes without giant cells in fascicular pattern. RESULTS: Giant cell tumor was carefully removed under microscopic approach, while preserving digital nerve & artery. In postoperative 13th month, the patient presented with a 6mm of static two-point discrimination test, similar to that of the adjacent fingers. CONCLUSION: We report an atypical case with painful mass on tendon sheath, surrounding the digital nerve and artery that was diagnosed of giant cell tumor, but without giant cells on pathology. This case provides broader understanding of the giant cell tumor that should not only rely its typical findings of the painless mass and positive sign on H&E stain.