Purpose: Peritoneal mesothelioma is a rare disease with poor prognosis. It often occurs without asbestos exposure. Early diagnosis remains a challenge clinically, and standard treatment is still under investigation. Methods: We present a case of 44 year old male with DM, with increased abdominal girth, jaundice, weight loss, right upper quadrant pain, and refractory ascites. Results: The patient works in a grocery store and had no prior asbestos exposure to the best of his knowledge. Labs showed a hemoglobin 11.8g/dL, MCV 71.8 fL, platelet 327 K/mcL and creatinine 1.3 mg/dL. Liver function test showed alkaline phosphatase 70 U/L, AST 17 U/L, GGT 22 U/L, ALT 18 U/L, LDH 69 U/L, albumin 2.8 g/dL, total protein 7 g/dL, total bilirubin 0.3 mg/dL, PT 12.2 sec. Viral and autoimmune hepatitis workups were negative. Ceruloplasmin, alpha fetoprotein, ferritin were unremarkable. TB quantiferon test was negative. Abdominal CT scan demonstrated marked ascites, peritoneal thickening, studding with liver involvement. CT of chest showed no parenchyma or pleural space disease. Ascites showed protein 6 g/dL, albumin 2.3 g/dL, SAAG 0.5 g/dL, glucose 235 mg/dL, LDH 565 U/L, WBC 228/cumm and RBC 600/cumm, with lymphocyte 94%, and a few mesothelial cells. The SAAG was 0.5 g/dL. Ascitic cytology showed atypical cells in the background and mesothelial cells. Diagnostic laparoscopy showed nodular inflammatory peritoneal surfaces, and liver involvement. Biopsy of liver nodules showed malignant mesothelioma. Due to disseminated peritoneal disease, the patient was a poor surgical candidate. Palliative chemotherapy with cisplatin and etoposide was given with palliative radiotherapy. Despite all efforts, patient had multiple admissions for refractory ascites requiring large volume paracentesis within 6 months of the diagnosis. Conclusion: Mesothelioma is a rare disease, even rarer presenting as peritoneal mesothelioma. There are about 300 cases diagnosed yearly in the U.S. Only 33% of them are associated with asbestos exposure. The diagnosis usually has a poor prognosis with median survival less than 1 year despite all treatments. Prognostic factors include age, extent of tumor distribution, tumor size, lymph node involvement, and distant metastasis. Most common symptoms include ascites, abdominal pain, weakness, weight loss and aneroxia. Cytology is often non diagnostic. Current recommendation is cytoreductive surgery with intraoperative intraperitoneal hyperthermic platinum based chemotherapy for surgical candidates. For palliative treatment a cisplatin or gemcitabine with pemetresed has been suggested. Molecular agents targeting vascular endothelial growth factor receptor, platelet-derived growth factor receptor and mesothelin are still under investigation.