Introduction: Whipple’s disease is a multi-system, chronic infectious disease with a classic presentation of recurrent arthralgias/arthritis, weight loss, and diarrhea. Diagnosis can be challenging in patients with atypical presentations. We share our experience of pulmonary manifestations as the presenting symptoms. A 59-year-old African American male with a history of seronegative inflammatory polyarthritis, chronic smoking, and remote alcohol dependence presented with nonproductive cough, chest pain, and shortness of breath for 3 weeks. The review of system revealed intermittent non-bloody diarrhea, leg swelling, abdominal pain at right upper and right lower abdomen, and a 10-pound weight loss. Exam was pertinent for no fever, mild tachycardia of 110 beats/minute, and no desaturation. He had bibasilar crackles and wheezing, abdominal tenderness without signs of peritoneal irritation, bilateral pretibial pitting edema, and bilateral inguinal lymphadenopathy. Labs showed new microcytic anemia (hemoglobin 10 g/dL, MCV 78 fl, low iron 28 mcg/dL, normal TIBC 283 mcg/dL, low iron saturation 10%, and ferritin 85 ng/mL) normal liver enzymes except mildly elevated alkaline phosphatase (174 U/L), and hypoalbuminemia (2.9 g/dL). Imaging studies showed a small pleural effusion, granuloma in the right upper lung field, diffuse anasarca, and generalized lymphadenopathy. Other investigations for a rheumatologic condition, chronic infection, and malignancy were all negative. He underwent upper endoscopy for the unexplained microcytic anemia and weight loss, which revealed marked chronic active gastritis with focal intestinal metaplasia in the antrum and prepyloric region, and a macroscopically normal duodenum. Ileo-colonoscopy showed only 2 3-5-mm tubular adenoma without dysplasia in the transverse and descending colon. Duodenal biopsies revealed focal collections of histiocytes within the superficial lamina propria with widening and flattening of the villi. Periodic acid-Schiff (PAS) was positive and immunohistochemical stains for Trepheryma whipplei were strongly positive. His pulmonary symptoms, diarrhea, weight loss, joint pain, and hypoalbuminemia were resolved at 3 weeks after initiation of antibiotics. Pulmonary involvement is an uncommon presentation of Whipple’s disease, and duodenal biopsies with PAS staining is indicated in suspected cases, even in the absence of profound gastrointestinal symptoms. Whipple’s disease can be fatal without treatment, but is responsive to a prolonged course of antibiotic treatment.