Mature teratomas and ganglioneuromas are rare benign tumors that are found in young female patients. We present a rare case of a complex retroperitoneal mass composed of a teratoma and ganglioneuroma in a young woman with gastrointestinal symptoms. A 28-year-old woman presented with abdominal distension for one year. She complained of intermittent episodes of abdominal bloating and early satiety, which was relieved by fasting. She had frequent nausea and vomiting of partly digested food. She reported a 20 pound weight loss. She had no significant past medical history and denied using alcohol or any recreational drugs. On initial assessment patient had stable vital signs. Physical examination was notable for tympanic abdomen and diminished bowel sounds. Laboratory studies revealed hemoglobin of 9.7gm/dl with MCV of 85.3, normal comprehensive metabolic panel and a negative beta-HCG. CT abdomen was done and revealed a markedly distended stomach and a hypodense para-aortic retroperitoneal heterogeneous mass in the proximity of the stomach and the left adrenal gland encasing the celiac axis and superior mesenteric artery. Nasogastric tube was inserted and provided immediate relief of symptoms. EGD was performed and showed pyloric stenosis and a large duodenal bulb ulcer with extensive duodenal edema. EUS showed a hypoechoic mass near the gastric body. FNA sampling was non diagnostic. Stomach biopsies were positive for H. pylori. After discussion with the surgery team, patient was taken for an open biopsy. A large well-encapsulated para-aortic mass was visualized and completely resected. Duodenum was found to be extremely thick and strictured, therefore a gastrojejunostomy was additionally performed. Biopsy of the mass revealed components of mature cystic teratoma and ganglioneuroma. Patient did well postoperatively and was discharged home to complete H. Pylori treatment. Teratomas contain cell types derived from one or more of the three germ cell layers. Ganglioneuromas are benign tumors composed entirely of ganglion cells and found along sympathetic nerve plexus. These tumors can cause symptoms, such as gastric obstruction, when they compress surrounding organs. It is extremely rare to find teratomas and ganglioneuromas within same mass structure. Treatment of both teratoma and ganglioneuroma tumors is surgical resection. Some experts recommend periodic radiologic surveillance due to potential metastatic potential of these tumors.2617 Figure 1. CT scan of the retroperitoneal mass in paraaortic region