Morphologic, clinical, and genetic evidence suggests that pancreatic intraepithelial neoplasia (PanIN) is a precursor to ductal adenocarcinoma. But understanding precursor lesions in a pancreas with existing tumor is hampered by the fact that chronic pancreatitis often accompanies carcinoma, and the possible interactions between tumor, chronic pancreatitis, and PanIN are complex. Furthermore, cancerization of ducts can mimic high-grade PanIN. Heterotopic pancreas has a genetic make-up, physiologic function, and local environmental exposure similar to that of the pancreas. It offers an opportunity to study putative precursor lesions in a setting with fewer confounding factors. We identified 6 pancreatic cancer patients who had heterotopic pancreas removed at the time of surgery. All 6 cases were immunostained for p53, cyclin D1, and p16. Molecular analysis of K-ras mutation was also done. All 6 cancer-associated heterotopias had PanIN-1A or 1B; 5 had PanIN-2 and 1 had PanIN-3. Three of 6 cases harbored the same K-ras codon 12 mutation as the PanINs in orthotopic pancreas, and a similar pattern of p53, cyclin D1, and p16 expression was observed between heterotopic and orthotopic pancreas in all 6 cases. There was no chronic pancreatitis in the cancer-associated heterotopias, but chronic pancreatitis was seen adjacent to carcinoma in 5 of 6 cases. The presence of PanIN in heterotopic pancreas from patients with ductal adenocarcinoma supports the progression model.