INTRODUCTION: Gastric Pneumatosis (GP) is a rare entity that is usually caused by emesis with forceful retching and inoculation of intraluminal gas into the stomach wall. GP is divided into two subtypes: emphysematous gastritis (EG) and gastric emphysema (GE). EG is a result of both direct inoculation and hematogenous dissemination of gas forming bacteria in the setting of immunosuppression, alcoholism, diabetes mellitus, and NSAID use. The clinical outcome tends to be septic shock and death. GE is less fatal and is diagnosed radiographically as air within the stomach wall. Conservative management is the treatment of choice. GE is commonly associated with gastric outlet obstruction, pulmonary injury, and other traumatic events. CASE DESCRIPTION/METHODS: A 56-year-old male nursing home resident, with Wernicke’s encephalopathy was sent to the ED after multiple episodes of hematemesis. On presentation, vital signs of HR:116, RR: 26. Physical exam exhibited diffuse abdominal tenderness, distension, decreased bowel sounds with noted involuntary guarding, but no rebound or rigidity. Decline in mental status and respiratory failure, prompted intubation. Initial labs showed leukocytosis of 15.2, normal Hb of 16.2, and AKI with Creatinine: 2.93. CT scan revealed severely distended stomach with gastric pneumatosis; distended small bowel loops, with a decompressed distal ileum and no discrete transition zone. CT showed also showed a large stool burden in the colon (Figure 1). EGD was initially deferred given high risk of gastric perforation. The patient was treated with bowel rest, NG tube decompression, IV fluids, PPI drip, and empiric Ceftriaxone and Metronidazole. Consequently, CT scan with IV contrast repeated on day 4 showed resolution of GP with patent mesenteric vasculature (Figure 2). EGD done on same day with evidence of diffuse moderate inflammation characterized by congestion (edema) in the entire stomach, and one non-bleeding linear gastric ulcer in the upper body, with a clean ulcer base (Forrest Class III) (Figure 3). Biopsies showed signs of chronic inflammation and reactive changes, as well as focal intestinal metaplasia in stomach antrum. DISCUSSION: Self-resolution of gastric pneumatosis after medical management is consistent with the benign course of GE, with reported positive clinical outcomes and low risk of recurrence. In this case, the patient’s gastric ulcer and vomiting associated with constipation contributed to his gastric emphysema. Absence of hepatoportal venous gas was a good prognostic sign.