These findings, along with hypoalbuminemia, were consistent with nephrotic syndrome. The patient's symptoms improved with furosemide diuresis. However, the patient was rehospitalized a week later, complaining of acute shortness of breath. He was already known to be hypoxic, probably from obstructive sleep apnea. A ventilation perfusion scan was performed, and demonstrated a new lingular mismatch of intermediate probability for a pulmonary embolism. The patient stayed in the hospital until five days of oral coumadin overlapped with a heparin drip, as his obesity prevented accurate dosing of low-molecular-weight heparin. IMPLICATIONS/DISCUSSION: Diabetes is a common cause of nephrotic syndrome. The diagnosis can be made by quantification of urine protein excretion; oval fat bodies suggest hyperlipidemia from a fall in oncotic pressure and decreased clearance of very low density lipoproteins. Clinical symptoms include peripheral edema, pleural effusions, and hypercoagulable conditions like pulmonary embolism. The pathophysiology of these clinical symptoms may be due to sodium retention from renal disease and hemostatic abnormalities such as urinary loss of antithrombin III. The diagnostic workup was made more difficult for this patient due to complicating conditions related to his morbid obesity, such as the lipomatosis and obstructive sleep apnea. As obesity increasingly becomes a public health epidemic, generalists need to recognize the extensive clinical challenges for the obese patient. LEARNING OBJECTIVES: 1) To discuss the differential diagnosis of hypoglycemia.