Case: A 78-year-old female with history of atrial fibrillation, CAD s/p recent stents currently on ASA, Plavix, and Coumadin presented with multiple episodes of black tarry stools for 1 day and mild epigastric discomfort and RUQ pain after eating for last 2-3 weeks. Increased fatigue with decreased appetite for one month. Denies nausea, vomiting, jaundice, previous GI bleed, weight loss, or night sweats. Examination revealed stable vitals, pallor, benign abdomen except ascitis and perianal melanotic stools. Labs showed Hct 22 (30) %, Platelet 77 (250) 103/mcg, Elevated INR 5.4 and PTT 39.8 sec, HIT panel negative, BUN 40 (22) mg/dL, Creatinine 1.6 (1.4) mg/dL, Bilirubin 1.5 (direct-0.9) mg/dL, AST 94 U/L, Akl Phos 188 U/L, ANA 1:80, Normal Amylase, Lipase, Lipid panel, Hepatitis panel, Transglutaminase Ab and CA19-9. CT abdomen showed portal vein thrombosis, cirrhosis, and enlarged CBD of 1.4 cm may be secondary to post cholecystectomy with no pancreatic mass. Ascitic fluid analysis revealed transudative fluid and was negative for malignancy. Upper endoscopy revealed non bleeding esophageal varices, portal hypertensive gastropathy and bleeding from the ampulla, which was confirmed using side viewing duodenoscope. A diagnosis of cirrhosis secondary to non-alcoholic steato hepatitis with portal hypertension, portal vein thrombosis with thrombocytopenia and acute blood loss anemia was made. Patient received Vitamin K, multiple PRBC, Platelet, and FFP transfusions. Bleeding resolved with INR correction and transfusions and patient was discharged after withholding Coumadin, aspirin and plan for outpatient MRI and Nodalol. Conclusion: Ampulla of Vater bleeds in absence of peri-ampullary mass are rare. Major potential causes are hemosucus pancreaticus i.e. pancreatic duct bleed secondary to pancreatitis or pancreatic malignancy or hemobilia secondary to trauma, iatrogenic causes, cholangitis, aneurysm and hepatobiliary tumor. In our patient pancreatic etiologies were ruled out, likely etiology might be hepatocellular carcinoma secondary to NASH although CT abdomen did not reveal hepatic mass, and further workup in terms of MRI is awaited. The clinician must be cognizant of these causes while working up ampulary bleeds.