Gastric lipomas are rare mesenchymal tumors with a prevalence of 0.03-0.18% in the general population. They account for 5% of gastrointestinal tract lipomas and represent 3% of benign gastric tumors. They are usually asymptomatic, but can cause symptoms of abdominal discomfort, obstruction, intussusception, or bleeding. Most gastric lipomas (75%) are located in the antrum. We present a case of a large, proximal lesser curvature gastric lipoma contained within a hiatal hernia that presented as an upper gastrointestinal hemorrhage. A 78 female with a remote history of stroke on clopidogrel was admitted after two days of melena. She was hemodynamically stable with mild tachycardia. Melena was preceded by two days of mid-epigastric discomfort. She endorsed rare use of aspirin for headaches. Hemoglobin dropped from baseline of 14 gm/dL to 6.8 gm/dL requiring transfusion. Upper endoscopy revealed a 4-5 cm, smooth, soft, submucosal mass on the proximal lesser curvature of the stomach with a 1 cm clean based ulcer overlying the mass. The mass was located within a large hiatal hernia. Mucosal biopsies obtained during the procedure showed fundic type mucosa with active gastritis, necroinflammatory changes, and were negative for Helicobacter pylori. A CT scan of the chest, abdomen, and pelvis showed a lipomatous, lower mediastinal mass within a hiatal hernia measuring 11.5 x 9.4 x 8.2 cm concerning for gastric lipoma versus low grade liposarcoma. The patient underwent laparoscopic mobilization of a large Type III hiatal hernia with conversion to open for subsequent wedge resection of the gastric mass and hiatal hernia repair. Pathologic examination revealed a well-differentiated, mature, encapsulated, fatty neoplasm consistent with gastric lipoma with necrosis and ulceration of the overlying gastric mucosa. MDM2 gene amplification was not detected, confirming the diagnosis of benign lipoma. The patient had an uneventful recovery and is doing well post-operatively. While gastric lipomas harbor no malignant potential, they should be treated when they present with complications. Traditionally, symptomatic gastric lipomas are managed with surgical resection or enucleation. Endoscopic resection and submucosal dissection have been used to manage these tumors, but these techniques are technically challenging and carry an increased risk of perforation with larger masses.Figure: Axial CT scan image showing the large lipomatous mass in the lower mediastinum within a hiatal hernia.Figure: Large submucosal mass with overlying clean based ulcer as seen on retroflexion during endoscopy.Figure: Endoscopic image of submucosal mass and ulcer appreciated along the proximal lesser curvature with the diaphragmatic hiatus seen in the background.