<h3>Introduction/Objectives</h3> Osteochondroma is the most common benign, skeletal tumor occurring in 1% of the population and is most prevalent in males.<sup>1</sup> Rarely, they can be associated with vascular complications, in the lower extremity most commonly affecting the popliteal artery.<sup>2</sup> We describe a case of a young male who presented with right knee pain and a history significant forprevious removal of bilateral tibial osteochondromas that were symptomatic. He was found to have a large popliteal pseudo-aneurysm associated with a posterior right distal femur osteochondroma. <h3>Case Report</h3> A 16-year-old male with a past medical history of multiple hereditary exostoses was seenas an outpatient due to sudden right knee pain and tightness over his popliteal fossa that started occurring over the last several days. Three years prior he underwent removal of bilateral medial proximal tibial osteochondromas that were symptomatic. He was found to have a large popliteal pseudo-aneurysm on CT measuring 3.5 × 5.6 × 6.6cm with thrombus visualized with the aneurysm (Fig. 1Figure 1CT image demonstrating a large popliteal artery pseudo-aneurysm in association with an osteochondroma spike. Orlando Health, Department of General Surgery, Orlando, FloridaFigure 1). An arterial duplex was also obtained (Fig. 2Figure 2Proximal, mid, and distal representations of popliteal pseudo-aneurysm on arterialduplex. Orlando Health, Department of General Surgery, Orlando, FloridaFigure 2). There was no evidence of neurological compromise and distal pulses were palpable. In the operating room, the right thigh greater saphenous vein was harvested endoscopically with the patient in the supine position. Concerned about our ability to obtain proximal control from the prone position, our attention was turned to the above-knee popliteal fossa and proximal control of the popliteal artery was obtained. The patient was then placed in the prone position. We created a "Lazy S" incision and deepened the incision over the popliteal fossa. We dissected over the large pseudo-aneurysm, continuing our dissection distally until normal popliteal artery was encountered, obtaining distal control. Although the pseudo-aneurysmextended approximately 20cm, the diseased portion of the artery was only approximately 0.5cm (Fig. 3Figure 30.5cm segment of diseased portion of popliteal artery, anterior surface (left) andposterior surface (right). Video link below.Figure 3). We were able to separate the underlying pseudo-aneurysm from the normalized artery and again ensured proximal and distal control. We entered the sac and encountered a large amount of clot, this was evacuated (Fig. 4Figure 4Clot evacuated from pseudo-aneurysm sac.Figure 4). We then began to resect the pseudo-aneurysm wall distally, this allowed us to encounter the spike coming off of the osteochondroma which was essentially a sharp, pointed segment (Fig. 5Figure 5Osteochondroma spike.Figure 5). At this point the orthopedist took over resecting thissegment, we then resected the diseased portion of the artery and performed our repair of the popliteal artery with reversed greater saphenous vein in an end-end fashion (Fig. 6Figure 6Repair of popliteal artery with greater saphenous vein.Figure 6). The patient was discharged the following day with strongly palpable pulses and no in-hospital complications. Unfortunately, the patient was lost to follow up. <h3>Discussion</h3> Osteochondromas develop from skeletal elements that have undergone endochondral ossification and can occur at any time of the human skeletal growth phase. They are ‘protected' by a soft hyaline cartilaginous cap that is identical to the epiphyseal plate and undergoes ossification following cessation of growth.<sup>3</sup> They are often solitary (90% of cases) although when multiple represent a hereditary autosomal dominant condition as in our patient's case. Thepopliteal artery is particularly susceptible to pseudo-aneurysmal changes as it is fixed between Hunter's canal superiorly and popliteus muscle inferiorly, preventing displacement from any underlying lesion. There have been multiple studies suggesting that following the cessation of growth, the cartilaginous cap undergoes ossification resulting in a sharp bone spur. As the vesselbecomes tethered, the resulting constant compression and pulsatile friction against the ‘non- protected' osteochondroma causes continuous injury to the vessel wall, resulting in pseudo- aneurysm formation.<sup>4-6</sup> Early surgical repair is mandatory, conservative management has been shown to increasethe risk of secondary complications including venous thrombosis, and distal emboli.<sup>7-9</sup> Posterior and medial surgical approaches have both been described, venous patch angioplasty, vein/prosthetic bypass and ligation. We adopted a posterior approach to the lesion, utilizing a greater saphenous vein bypass. <h3>Conclusion</h3> Popliteal pseudo-aneurysms are the most common vascular sequela of femur osteochondromas due to the superior and inferior fixation of the vessel. Post-operative imaging investigations should be considered due to multiple osteochondromas occurring in about 10% ofpatients as evidenced in our case.