Six cases of T-cell lyrnphoma associated with reactive histiocytic hyperplasia with hemophagocytosis (HHH) localized primarily to the skin and subcutaneous fat were described. Initial biopsy findings may he misinterpreted as benign panniculitis. Four of which were progressive, recurrent, even fatal (follow-up for 8-36 months). Histologically the lesions of all cases were composed of a mixture of small and medium sized atypical lymphoid cells and benign hemophagocytes infiltrated with neutrophils and eosinophils between fat cells. The mechanism and differential diagnosis of the disease were discussed.