Introduction: Primary non-Hodgkin’s lymphoma (NHL) of the GI tract accounts for less than 0.9% of all gastrointestinal tumors. 30-40% of all extranodal manifestations occur in the stomach during secondary involvement, however this is less common in non-endemic Burkitt lymphoma (BL). Primary BL of the GI tract is very rare, including involvement of the stomach, duodenum and pancreas, accounting for less than 1% of all NHL tumor growth, even in secondary disease. BL is associated with HIV and EBV, however in those with HIV/AIDS, the CD4 count is typically greater than 200 without presence of concomitant opportunistic infections. Case Description/Methods: A 52 YO M PMH HIV, AIDS, HCV, IV drug abuse presented with acute L sided back and abdominal pain. On arrival he was hypotensive, cachectic with temporal wasting and severe, diffuse abdominal tenderness and tenderness of his L paraspinal muscles and lumbar spine. Labs were significant for leukocytosis, normocytic anemia, AKI, elevated ALP, LDH and ESR, and UDS positive for cocaine and opiates. CT A/P showed a fracture of the L 9th rib and asymmetry of the gastric wall. MRI revealed multifocal osteomyelitis with an epidural abscess spanning T7-T9. He underwent I & D and pathology of the epidural abscess and ribs revealed Burkitt Lymphoma. ERCP/EUS findings included esophageal candidiasis, multiple masses and nodules within the stomach, duodenum, and pancreas with strictures throughout the CBD and lower third of the main bile duct. A biliary sphincterotomy was performed and biopsies of all specimens were positive for Burkitt Lymphoma. His hospitalization was complicated by a subdural hemorrhage, initially thought to be CNS involvement however MRI brain and CSF flow cytometry did not reveal brain metastasis. A bone scan showed increased uptake in the distal shaft of the L humerus and femur, and a CT chest revealed a 4 mm nodule, all concerning for metastasis. He also developed SBO for which he was treated with R-CODOX/R-IVAC chemotherapy to reduce tumor burden. G-CSF and intrathecal methotrexate were administered. His SBO resolved and he was discharged home to follow up with Oncology for further management. Discussion: We present an HIV patient with low CD4 counts who was diagnosed with BL of the bone, lymph nodes, duodenum, stomach, pancreas and small intestine. The primary site of BL is ultimately unknown due to his complex presentation, however primary and/or secondary involvement of the duodenum, pancreas, stomach and intestine is very rare in non-endemic BL.