Purpose: Whipple's disease is a rare systemic infection caused by Tropheryma whipplei, a gram-positive bacillus. It more commonly affects Caucasian males with a median age of 49 years at diagnosis. Presenting manifestations include arthralgias, weight loss, diarrhea, and abdominal pain. Endoscopic exam of the small bowel typically reveals pale yellow plaques and nodules, erythematous spots, and punctate subepithelial hemorrhages. Definitive diagnosis is made by small bowel biopsy. We present a case of erosive Whipple's disease presenting with melena and endoscopic findings mimicking Crohn's ileitis. Case: A 48 year old Belizean man with no past medical history presented with 4 months of diffuse abdominal pain associated with diarrhea and an unintentional 36 kg weight loss. He reported 2 months of melena. He denied fevers, chills, night sweats, recent travel, sick contacts, or family history of gastrointestinal disorders. Vital signs on presentation were unremarkable. Abdominal exam was notable for mild diffuse tenderness to palpation without rebound or guarding, mild distension, tympany, and hyperactive bowel sounds. Laboratory tests showed hemoglobin of 9.1 g/dL with normal leukocyte and platelet counts. INR was 1.3. Liver function tests revealed albumin level of 2.1 g/dL. There was a slow downward trend of hemoglobin during the course of his hospitalization requiring five units of packed red blood cells. CT of the abdomen showed distended loops of small bowel without a transition point (Figure 1). EGD revealed diffuse friable and inflamed mucosa of the duodenum. Ileocolonoscopy revealed circumferential, friable, and eroded mucosa of the terminal ileum with old blood throughout the colon (Figure 2). Histopathology of biopsies obtained from the terminal ileum showed foamy histiocytes in the lamina propria with periodic acid-Schiff stain positive for innumerable Tropheryma bacteria (Figure 3). Lumbar puncture, CT of the brain and transthoracic echocardiogram were negative for central nervous system and cardiac involvement, respectively. The patient was initiated on ceftriaxone for 2 weeks, followed by 1 year of trimethoprim-sulfamethoxazole for maintenance therapy. At 6 weeks follow up, there was clinical resolution of gastrointestinal symptoms, and the patient had a weight gain of 10 kg.Figure 1Figure 2Figure 3Conclusions: Although rare, Whipple's disease should be considered in cases of endoscopic finding of erosive small bowel disease, which may mimic more common diagnoses such as inflammatory bowel disease.