Introduction: A young male with past medical history (PMH) of severely uncontrolled non-insulin dependent diabetes mellitus (NIDDM) with recurrent admissions for diabetic ketoacidosis (DKA) and hypertriglyceridemia-induced pancreatitis, both secondary to medication non-adherence, presented via emergency medical services (EMS) after being found unresponsive at home and subsequently developed acute esophageal necrosis (AEN) during a prolonged stay in the intensive care unit (ICU) for acute respiratory failure. He was successfully treated with extended duration of proton pump inhibitor (PPI) therapy and control of underlying risk factors despite being continued on anticoagulation. Case Description/Methods: A 39-year-old male with PMH of uncontrolled NIDDM presented was admitted for acute respiratory failure secondary to DKA and pneumonia. He was intubated and admitted to ICU, while continued on DKA protocol including antibiotics. GI was consulted for hematemesis and melena 2 weeks into hospitalization. EGD revealed circumferential black esophageal mucosa in the distal esophagus abruptly ending at the gastroesophageal junction (GEJ) and hiatal hernia. Recommendations included Intravenous (IV) proton pump inhibitor (PPI) and strict avoidance of naso/orgastric (NG/OG) tube. Follow up EGD few months after discharge showed remarkable improvement of mucosa as noted in Figures A and B, despite continuation of DOAC as per patient wishes for DVT developed during the stay. Discussion: AEN is a rare syndrome disproportionately reported in men which is characterized by circumferential black esophageal mucosa in the distal 2 thirds of the esophagus, abruptly ceasing at the GEJ. Ischemia is postulated to be an inciting event. Conditions associated with AEN are antibiotics, sepsis, gastric volvulus, hernia, DKA, malignancy, and prolonged vomiting. Symptoms of upper gastrointestinal bleeding (UGIB) and shock are common presentations. Although biopsy establishes diagnosis and rules out other causes, EGD finding is generally sufficient. Initial management consists of IV fluids and treatment of the underlying cause. IV PPI and nil per os (NPO) is recommended. NG/OG tubes are avoided unless vomiting or obstruction is present. Mortality is largely due to underlying disease rather than directly from AEN, hence supportive care results in resolution in most cases, as seen in our patient. Our case demonstrates the importance of addressing underlying causes, as well as PPI therapy, which can overcome continued anticoagulation.Figure 1.: A. Acute esophageal necrosis discovered on endoscopy while undergoing EGD for acute GI bleeding during ICU admission for DKA and acute respiratory failure requiring mechanical ventilation B. Resolution of acute esophageal necrosis with grossly normal mucosa on follow up endoscopy conducted after extended duration PPI therapy and relatively controlled diabetes.