A 60-year-old woman with a massive left intra-thoracic lipoma presented with worsening dyspnea. A computed tomographic scan revealed an 18 x 10 x 24 cm intra-thoracic mass, which was compressing the left lung and shifting the mediastinum to the right. At operative resection, a large, well-encapsulated, intrathoracic lipoma was discovered that weighed 2,556 grams. Histologic evaluation confirmed that the mass consisted of benign adipose tissue.