Background: Although considered a safe surgical procedure, ALND is associated with post-operative numbness, paresthesias, pain, and muscle weakness. Despite meticulous surgical technique, and absent evidence of long thoracic or thoracodorsal nerve injury, the risk of these complications have been reported as 35–50%, with a subset of patients developing chronic pain. Methods: Female patients (n = 25) undergoing Level I–II ALND for breast cancer were recruited. After ALND, patients were randomized to three groups. Group #1 received no pump or infusion. Patients assigned to group #2–#3 (double-blinded) received 120 hours continuous bupivacaine (BPV) or saline infusion using an On-Q pump (I-Flow Corporation) via an axillary catheter. Patients were discharged with oral opioid analgesics and performed twice-daily assessment of pain, sedation, and nausea using validated visual-analog scale measures. Daily opioid analgesic requirements were recorded. Results: Patients treated with bupivacaine experienced statistically-significant lower pain scores (p < 0.002) during the first five post-operative days. Post-operative sedation and nausea scores and opioid analgesic requirements were significantly decreased in the bupivacaine group, and these effects persisted until post-operative day 14 (p < 0.001, p < 0.04, and p < 0.00001 respectively). Data are summarized in Table I. TABLE—ABSTRACT 14MeasureControl (n = 8)BPV (n = 8)Saline (n = 9)Morning Pain Score29.77.621.54p = 0.001Evening Pain Score30.17.019.0p =0.0002Morning Sedation Score19.34.416.0p < 0.001Evening Sedation Score18.67.010.0p < 0.001Morning Nausea Score6.81.57.4p = 0.039Evening Nausea Score6.31.65.2pP = 0.015Oral Opioid Analgesics122.622.052.0p < 0.00001POD: Post-operative day 1–14, Score: Visual Analog Scale (0–100); Opioid Analgesics (total mg) There were no complications. Conclusions: Use of continuous administration of axillary local anesthesia significantly decreases pain, sedation, and opioid analgesic requirements following ALND. This pilot study is encouraging, warranting further evaluation of this treatment modality to determine its potential impact upon long-term complications following ALND.