A 63-year-old woman developed multiple nodules at the site of a recently biopsied proliferation of CD 68+ histiocytes. Clinical lymphadenopathy was not present on physical examinaton or on computed tomography scans. A subsequent skin biopsy specimen showed changes consistent with Rosai-Dorfman disease. Rosai-Dorfman disease is a benign, histiocytic proliferative disorder also known as sinus histiocytosis with massive lymphadenopthy. A particularly rare, extranodal, purely cutaneous form has been described. Spontaneous regression tends to occur over months to years, with surgical intervention remaining the most effective treatment. Documented success with a number of other therapies has been reported, which include systemic high-dose thalidomide in extensive cutaneous disease.